What are the necessary procedures my company must complete every year?
By the Company’s Act, all private limited companies in Singapore are required to complete the following procedures every year. This is mandatory regardless of the status of the company, i.e. if the company is dormant or active.
1) Annual General Meeting (AGM)
Every year, it is mandatory for the company or the accountant of the company to prepare the Financial Report of the company. After the report has been prepared, the shareholders are to hold an AGM to go through the financial report of the company in order to raise any doubts about the financial position of the company. The AGM must be completed within 6 months after the financial year end of the company.
2) Annual Returns (AR) Filing
After the AGM is complete, filing has to be done to ensure that company’s information on ACRA’s register is up to date. The Financial Report (if any), the AGM date and the financial position of the company has to be filed to ACRA during the filing process. The Annual Returns Filing must be completed within 7 months after the financial year end of the company.
3) Any changes in the company structure (if any)
Any and all changes in the company structure needs to be filed to ACRA. Similar to the AR filing, this is to ensure that the company’s information on ACRA is up to date. Changes in the company structure include: – Change in directorship or shareholding structure – Change in paid up capital – Change in Registered Business Address
These filings may not necessarily be done at the end of the financial year, but has to be filed to ACRA as soon as the changes have been agreed upon by the shareholders.
What are the steps to take for annual filings?
For companies with financial year ending after August 2018, the steps to take for annual filing are as follows:
1. Prepare the financial report
The financial report should be prepared by the accountant of the company. It should minimally report the profit and loss, as well as the balance sheet of the company.
2. Prepare the Annual General Meeting (AGM) documents
Once the financial report has been prepared, the report should be passed to the company secretary in order to prepare the AGM documents.
3. Hold AGM and sign documents
Once the AGM documents have been prepared, the director(s) of the company should call for the AGM meeting. Once the shareholders have been notified, they should attend the AGM and complete the signing of the AGM documents. The purpose of the AGM is for the shareholders to go through the financial report of the company in order to raise any doubts about the financial position of the company. *The AGM must be completed within 6 months after the financial year end.
4. File the Annual Returns to ACRA
Once the financial report and AGM documents have been signed, the documents should be given back to the company secretary. It is the duty of the company secretary to file the annual returns to ACRA. *The Annual Returns filing must be completed within 7 months after the financial year end.
What happens if I do not complete my filings on time?
It is an offense under the Company’s Act to fail to file annual returns, hold AGMs and prepare company financial reports. ACRA can choose to charge a fine (up to S$600 per financial year) or exercise their right to summon the directors to court. Likewise, failure to file all other changes in the company to ACRA will also incur fines and possible prosecution for the company. Hence, it is necessary for the company or the company secretary to be aware of the due dates for AGM and AR filing in order to avoid such penalties.
Lionsworld as your Corporate Secretary
Singapore is well-recognized as a global business hub, and an excellent choice for aspiring entrepreneurs to start their business ventures. Yet, most entrepreneurs will find that the extensive and tedious paperwork required to manage a business is keeping them from their ultimate goal – to concentrate on ways to make profit! With Lionsworld as your secretarial service provider, we ensure that all your compliance and filing obligations to the authorities are done effectively and efficiently. Let our experienced secretaries assist you:
- Queries related to the company structure and requirements as mandated by ACRA
- Filing of all company documents to avoid unnecessary fines
Tap on our extensive experience to ensure any Company corporate changes are done in accordance to the Law today!
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