Annual Filings and Statutory Compliances with ACRA
All Private Limited Companies in Singapore, whether active or dormant, must comply with Annual filings requirements.
ACRA Annual Filings Requirements
Prepare Financial Accounts, to be done up to date (and for non-exempted companies, must be audited)
Hold Annual General Meeting (physical meeting is not essential unless required by the shareholders or directors)
Submit Annual Return within one month of AGM
Preparation of Financial Accounts
All Singapore companies must prepare their annual financial accounts based on their companies’ financial activities within the accounting year. The financial accounts must be prepared in accordance with Singapore’s Financial Reporting Standards (FRS).
You may choose to have your financial accounts done annually, quarterly or monthly. If your company’s monthly business transactions are low, it is sufficient to do its bookkeeping once a year; if your company has a lot of transactions then it will be better to perform monthly or quarterly accounting.
Complete financial accounts should consist of Balance Sheet (now called Statement of Financial Position), Cash Flow Statement, Statement of Changes in Equity and Profit and Loss Statement (now called Statement of Comprehensive Income).
Audit Requirements for Financial Accounts
Upon completion of your financial accounts, you may be required to have your accounts audited if you meet one of the following conditions:
Singapore company with corporate shareholding; OR
Singapore company with annual revenue exceeding S$5 million.
Dormant companies and exempt private companies with annual revenue below 5 million are exempted from audit requirements for financial year on or after 1 June 2004
Companies exempted from auditing their accounts and can file unaudited accounts if they meet the following conditions:
Exempt private companies (EPC) are companies with no corporate shareholders and not more than 20 individual shareholders and with annual revenue of less than S$5 million. Where the financial year is less than 12 months, the said limit of S$5 million must be pro-rated.
Dormant companies (companies with no accounting transactions during the year).
An Exempt Private Company (EPC) is defined under Section 4(1) of the Companies Act as a company which has no more than 20 shareholders and its shares are held by individuals only. It’s important to note that all companies (regardless of exempt or not) are required to submit a Form C, audited/unaudited accounts and tax computation annually.
Annual General Meeting (AGM)
All Singapore companies must hold their Annual General Meeting (AGM) once every calendar year. The requirements are as follows:
The First AGM must be held within 18 months from date of incorporation;
Subsequent AGMs to be held once every calendar year but not later than 15 months from the date of the last AGM;
Financial Accounts to be presented at the AGM must be done up till not more than 6 months before the AGM;
Private companies are allowed to dispense with AGMs if a resolution to that effect is passed at a general meeting of the company by all members with voting rights.
Filing of Annual Return (AR) with ACRA
All Singapore companies must lodge their AR with ACRA within 1 month of their AGM. The AR must include particulars of all company officers, current registered address, and auditors (if applicable). The requirement to attach company’s accounts shall depend on various factors.
A dormant or exempt private company may lodge:
its unaudited profit and loss accounts and balance-sheet, or consolidated accounts and balance-sheet (please note that these unaudited financial statements must comply with the Accounting Standards or Financial Reporting Standards, as prescribed by the Companies Act); and
a statement by the directors:
that the company is a company that is referred to in Section 205B as at the end of the financial year;
that no notice has been received under section 205B(6) of the Act requiring the company to obtain an audit of its accounts for that year; and
as to whether the accounting and other records required by the Act to be kept by the company have been kept in accordance with section 199 of the Act.
Other Compliance Requirements Guide for Singapore Companies
All Singapore companies must appoint at least one company secretary within 6 months of incorporation.
The appointed company secretary must be a resident individual and should have the requisite knowledge and experience to discharge the functions of a company secretary.
Company secretary position cannot be left vacant for more than 6 months at any one time.
Appointment of Auditors
A Singapore company must appoint an auditor within 3 months from the date of incorporation, unless it is exempted from audit requirements. Conditions for audit exemption:
All shareholders must be individuals;
Total number of shareholders must be less than 20;
Annual turnover of the company must be less than S$5 million.
Financial Year End (FYE)
If the company is a subsidiary company, its Financial Year End must coincide with the financial year end of its holding company. If there is no corporate shareholder in your company, your FYE can be fixed on any month of the year.
All Singapore companies must keep their accounting and business transactions records for 5 years. Every director has the right to inspect such accounting records of the company at any time.
Notification of Changes
Changes in the particulars of the company or its officers must be lodged with Registrar of Companies within 14 days. Failure to do so will incur penalties. The penalty amount shall depend on how late you are lodging the changes.
Company Registration Number Disclosure
The Singapore Companies Act Cap 50 now requires every company to have the registration number (in addition to its registered name) indicated on all business documents, statements of account, invoices, official notices and publications.
Unique Entity Number (UEN)
Since 1 January 2009, all entities registered in Singapore, have been issued a Unique Entity Number (UEN) as its identification number. All entities will now enjoy the convenience of having a single identification number for interaction with all Government agencies and authorities.
eXtensible Business Reporting Language (XBRL) Filing
XBRL stands for eXtensible Business Reporting Language, and it is a language for the electronic communication of business and financial data worldwide. As one of the family of “XML” languages, it is becoming a standard means of communicating information between businesses and on the internet.
With effect from 1 November 2007, Singapore incorporated companies which are either unlimited or limited by shares are required to file financial statements in XBRL format, unless they fall under the excluded categories. The excluded categories are:
Banks, insurance companies and finance companies whose activities are regulated by the Monetary Authority of Singapore; and
Companies that are allowed by law to prepare accounts in accordance with accounting standard other than the Singapore Financial Reporting Standards and the International Financial Reporting Standards.
Companies in the excluded categories shall continue to file its financial statements by attaching a PDF copy of the financial statements as tabled or used for purposes of its Annual General Meeting (AGM).
Insolvent Exempt Private Companies (EPCs) and EPCs that are required by law to file financial statements with ACRA will also do so in XBRL format.
Solvent EPCs will continue to be exempted from filing their financial statements with ACRA. Companies Limited by Guarantee and Foreign Companies and their local branches will not be required to file in XBRL.
Filing Financial Statements in XBRL
Users may use FS Manager to prepare financial statements in XBRL. The options available are as follows:
Option A (Full XBRL); or
Option B (Partial XBRL).
Option A (Full XBRL)
A company shall file its financial statements under Option A (Full XBRL) for its AR only under the following two scenarios:
The company had used the FS Manager to prepare the full set of financial statements for tabling at the Annual General Meeting (AGM) [note (*)]; or
The FS Manager is used to prepare a full set of financial statements identical in content to the full set of financial statements tabled at the AGM [note (*)].
Note (*): For the case of a private company which has dispensed with holding an AGM, the full set of financial statements will be that sent to the shareholders of the company.
The different financial periods stated in Option B do not affect the filing in Option A.
Option B (Partial XBRL)
Companies filing in Option B must attach a PDF copy of its full set of financial statements as tabled at the AGM with its AR (or for the case of a private company which has dispensed with holding an AGM, it shall be a copy of its full set of financial statements which was sent to the shareholders of the company).
There is a difference for filings in Option B for the financial periods:
Financial Periods Beginning On or Before 31 December 2008
A company which chooses to file in Option B files a minimum of the Balance Sheet, Income Statement and information denoted by a red asterisk in FS Manager.
Financial Periods Beginning On or After 1 January 2009 (or Earlier, if FRS 1(R) Has Been Early Adopted)
The Accounting Standards Council has issued on 28 March 2008, the revised FRS 1 for Singapore incorporated companies [FRS 1(R)], effective for annual periods beginning on or after 1 January 2009, with earlier adoption permitted.
A company which chooses to file in Option B files a minimum of Statement of Financial Position, Statement of Comprehensive Income and information denoted by a red asterisk in FS Manager. If the company presents all items of income and expense in two statements, both Statement of Comprehensive Income and Income Statement must also be filed.