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.
From 1 May 2021, the AGM and Annual Returns filing penalties by ACRA will be revised to as follows:
The AGM must be held within 6 months of the Financial Year End of the company. If the AGM is held later than 6 months, a penalty of S$300 will be charged by ACRA.
The Annual Returns have to be filed within 7 months of the Financial Year End of the company.
- If the filing is done within 8-10 months of the financial year end, there will be a S$300 penalty charged by ACRA
- If the filing is done after 10 months of the financial year end, there will be a S$600 penalty charged by ACRA
Ready to Incorporate? View our incorporation package here or arrange an appointment now!
Have more questions regarding company incorporation in Singapore? View more FAQs or Send us an enquiry below!