By Clarie Chan
Overview of Annual Return (AR)
If an AGM is held, the company must file its AR with ACRA within one month after the date of the AGM.
The AR is a form lodged with ACRA that declares the accuracy of important information of the company such as the particulars of officers and members, shares details, companies registers, registered address, and the date to which the financial statements of the company are made up to. The updated information is essential as stakeholders of companies rely on them to make informed decisions.
From 31 August 2018, the timelines for holding Annual General Meetings and the filing of annual returns have been aligned with the financial year ends of companies. The table below provides a summary on annual returns filing requirements, based on the company’s financial year-end:
| Annual Return Filing Requirements[1] | ||
| Companies with financial year ending before 31 August 2018 | File annual returns within 30 days after the annual general meeting. Companies having a share capital and keeping a branch register outside Singapore, file annual returns within 60 days after AGM. | |
| Companies with financial year ending on or after 31 August 2018 | File annual returns within five months (for listed companies) or seven months (for non-listed companies) after financial year-end. For companies having a share capital and keeping a branch register outside Singapore, file annual returns within six months (for listed companies) or eight months (for non-listed companies) after financial year ended. |
AR Filing Requirements for Companies that have dispensed with holding AGM
It is a common misconception that having filed for AR is equivalent to having filed for AGM, and since AGM has been dispensed, it means AR is being dispensed as well. It is not true, dispensing the AGM of a company, does not mean that the company no longer needs to file its AR.
The filing timeline of a private company dispensed with AGM remains at seven months after the financial year ended. The AR must only be filed after the financial statements have been sent to all members and the AGM is held (if applicable)[2].
AR Filing Requirements for Dormant Companies
A dormant company is one with no accounting transactions for the entire financial year, or has no business activities since its incorporation[3]. Private dormant relevant companies may qualify for exemptions from preparing financial statements and AGM[4]. It is, however, still required to file the AR the seven months window period. In fact, the company has to declare the status of and reasons for the dormancy when the AR is filed.
The filing timeline of a private dormant relevant company remains to be within seven months after the financial year ended. The AR must only be filed after the financial year ended[5].
AR Filing Requirements for Exempt Private Companies
A Small Exempt Private Company (EPC) is defined as a company with less than 20 members, and none of which are corporate shareholders[6].
The filing timeline of an EPC company remains to be within seven months after the financial year ended. The AR must only be filed after the financial statements have been sent to all members and the AGM is held (if applicable)[7].
It is optional for Solvent EPCs to file their AR with financial statements; however, it is mandatory for Insolvent EPCs to append their financial statements when filing their AR.
Conclusion
Though the secretary assists the director in the preparation and administration of statutory duties, ultimately it is the directors who will be first held responsible in the event of any breach or non-compliance. Therefore, directors should monitor and pay attention to key deadlines and compliance requirements, and not to solely rely on the secretary for the compliance work.
[1] https://www.acra.gov.sg/how-to-guides/filing-annual-returns-ars/timeline-to-file-annual-returns
[2] Companies with financial year ending on or after 31 August 2018
[3] Section 205B of the Companies Act
[4] Section 175A of the Companies Act
[5]&[5] Companies with financial year ending on or after 31 August 2018
[6] Section 4 of the Companies Act under “Exempt Private Companies”
[7] Section 387 of the Companies Act
This article is adapted from the book “Corporate Directions: A Comprehensive Guide for Directors of SMEs in Singapore” published by Iconomy Holdings Pte Ltd. ISBN: 978-981-1461-14-9 (E-Book); ISBN: 978-981-1461-13-2 (Paperback)
