Your quick 5-minute guide to annual returns in Singapore
5 minute read
Did you just receive a reminder from your company secretary about filing your annual return? This guide will explain the steps you need to take to stay compliant this annual return season. We’ve also included a sample timeline for a company with a financial year end of 31 December.
Overview:
- Step #1: Preparing your financial statements
- Step #2: Hold your Annual General Meeting (AGM)
- Step #3: Sending in your AGM and financial statements to your company secretary
- What if my financial statements are not ready on time?
- What if my company is dormant?
Update as of May 2019:
The Companies Act has been amended with effect from 31 August 2018 and private companies are automatically exempted from holding AGMs if they send their financial statements to members within 5 months after the FYE.
However, this is subjected to the following 3 safeguards:
1. A member who wishes to request that an AGM be held must notify the company to hold an AGM not later than 14 days before the last day of the 6th month after FYE
2. Directors of the company must hold an AGM within 6 months after FYE if notified by any one member of the company to do so
3. Private companies must hold a general meeting to lay financial statements if any members or auditor requested for it not later than 14 days after the financial statements are sent out
Do reach out to our support team at Sleek at [email protected] with a status of your company’s financial statements preparation. We can then assist to advice on the next step on a case to case basis. Ideally, this should be completed within 5 months of your FYE.
Step #1: Preparing your financial statement
- When: After your financial year ends
- Example: Financial statements to be prepared between 31 December and 30 June
One of the most important things you can do to have a smooth annual return process is to prepare your financial accounts promptly after your financial year end. Many subsequent steps depend on having those accounts ready. You need to have your financial statements in order to have your AGM; and you need to have had your AGM before you can file for your annual return.
In most instances your financial accounts can remain unaudited (read our guide on IRAS obligations to find out if you need to have your accounts audited).
Step #2: Hold your Annual General Meeting (AGM)
- When: Not later than 6 months after the end of the financial year. (the company can apply for a 2 months extension if required)
- Example: Notice for AGM sent out 1 June, AGM held on 15 June (deadline is June 30)
Subject to the company’s Constitution, you typically need to send your notice of an AGM a minimum of 14 days before the AGM, or longer where there is a special resolution or notice requirement; however, a company can give shorter notice for its meetings if the members who are entitled to attend and vote at the meeting agree to it.
It is the responsibility of your company secretary or director to draft and send the notices of these meetings. These notices are often done online – however, the constitution of the company needs to specify the mode of delivery allowed.
Step #3: Sending in your AGM and financial statements to your company secretary
- When: no more than 6 months after your financial year end
- Example: Details of AGM and financial statements sent to corpsec on 21 June (before June 30 deadline).
You will need to submit details of your AGM and financial statements to your company secretary within 30 days of your AGM. Your company secretary will then file your information with ACRA via Bizfile.
We recommend sending this information across at least one week in advance of the filing deadline. The ACRA site can get overloaded with filing requests which can cause interruptions in service, particularly around peak filing deadlines.
What if my financial statements are not ready in time?
In the event that the financial statements are not ready for the presentation at the AGM and annual return, your company secretary can apply on your behalf for an extension of time. There are costs for filing an extension, but these are reasonably minor.
What if my company is dormant?
You still need to hold your AGM and file your annual return. Dormant companies should still prepare its unaudited accounts in accordance with SFRS (Singapore accounting standards), convene its AGM physically or by written means, and complete annual return filings with ACRA within the stipulated time (unless it is exempted in accordance with Section 201A of the Companies Act).
Next steps
Not getting your annual return in on time can leave you with penalty fees. Don’t leave it too late. If you would like to learn about how we work with our clients to help them meet their compliance obligations, or if you would like to see an example of an annual return, contact us.
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