Filing Annual Returns For Your Business
As a small company just starting out, filing your Annual Returns can be a somewhat precarious task. In addition, you will have to deal with other issues such as legal compliance. To make the process of filing your Annual Returns a smooth-sailing one, here are the key requirements you need to know.
Is Your Company a Public, Private or Dormant?
To begin filing your Annual Returns, it is important to first ascertain which category in ACRA your company belongs to.
In general, companies are classified into 2 main categories: public and private.
If your business has more than 50 shareholders, is limited by a guarantee and is listed on the Singapore Exchange (SGX), it is considered a Public company.
Private companies refer to non-listed companies. They are further divided into 2 categories – Exempt Private Companies (EPC) and Non-EPC companies:
- EPCs are private companies with at most 20 shareholders, where none of these shareholders are corporations.
- Non-EPC companies are private companies with more than 20 but at most 50 shareholders.
Is Your Company Solvent?
Once you have ascertained which category your company falls under, it is also important to determine the solvency of your company. There are different filing requirements for companies that are solvent (i.e. able to pay their debts as and when these fall due) and companies that are insolvent (i.e. unable to pay their debts as and when these fall due).
A company is considered insolvent if:
- A creditor has served a statutory demand on the company for a sum of more than S$10,000, and the company fails to pay the sum, or to secure or compound it to the creditor’s reasonable satisfaction, 21 days from the date the demand was served;
- A creditor tries to enforce a court judgment or order for a certain sum of money against the company, but is unable to recover the entire sum; or
- It is proven to the court’s satisfaction that the company is unable to pay its debts (after taking the company’s contingent and prospective liabilities into consideration).
Do You Need to File Financial Statements with Your Annual Returns?
There are 2 types of filing of Annual Returns:
- With financial statements
- Without financial statements
All Singapore-incorporated companies, public and private, are required to submit a full set of XBRL financial statements together with their Annual Returns, with the exception of:
- Solvent EPCs
- Companies regulated by MAS
- Companies allowed by law to do otherwise
If your company is a solvent EPC, you are exempted from filing financial statements with your Annual Returns, though you are still encouraged to do so. Instead, you will just need to complete an online declaration of solvency when filing your Annual Returns.
If your company is an insolvent EPC, you are not exempted from filing financial statements but you can either submit a full set in XBRL format, or FSH (Financial Statement Highlights) in XBRL format with a PDF copy of the financial statements.
In summary, you will only be exempted from filing financial statements with your Annual Returns if you are a solvent EPC. If your business falls into other categories, you will have to file financial statements with your Annual Returns, albeit in different formats depending on which category your business falls under.
Simplified Process for Filing Annual Returns
As of 31 August 2018, a new simplified process for the filing of annual returns has been implemented.
Under this new simplified process, the filing process will be reduced from 24 steps to just 6, and some of the information will be “pre-filled”. Companies using this new simplified process only need to select from available options and indicated dates in the Annual Returns form, and double-check the accuracy of the information in the form before submitting it.
Who can file simplified Annual Returns?
In order to be eligible for this simplified approach, companies must meet the following requirements:
- The company’s financial year end (FYE) date must fall on or after 31 August 2018;
- The company must have declared itself as a solvent EPC or a “private dormant relevant company” in their last Annual Returns; and
- The company must not be preparing audited financial statements
- The company must not be required to file financial statements with ACRA
- The company is not making changes to information previously filed with ACRA
A “private dormant relevant company” is a private company which is dormant that is neither listed nor a subsidiary of a listed company. Its total assets should not exceed S$500,000.
What needs to be done before filing the simplified Annual Returns?
Before filing the simplified Annual Returns, your company must have first held its annual general meeting (AGM). If your company is not required to hold an AGM, its financial statements must first be circulated to all company members.
For private dormant relevant companies that are exempted from filing financial statements, or that have dispensed with the AGM requirement, the simplified Annual Return can be filed after their FYEs.
How to file simplified Annual Returns
There are 2 ways that companies can file simplified Annual Returns:
1. Using the BizFile+ website
If your company is eligible for filing simplified Annual Returns, you will be given the option to do so upon logging into BizFile+ and selecting the “Annual Return by Local Company (For FYE from 31 August 2018)” transaction.
2. Using the ACRA On the Go mobile app
By When Must Annual Returns be Filed?
Annual Returns must be filed within the following timelines:
|Type of Company||When Must Annual Returns be Filed By?|
|Public-listed||If the public-listed company has a share capital and keeps a branch register outside of Singapore: Within 6 months after FYE|
|For other public-listed companies: Within 5 months after FYE|
|Non-listed||If the non-listed company has a share capital and keeps a branch register outside of Singapore: Within 8 months after FYE|
|For other non-listed companies: Within 7 months after FYE|
Who Can Submit the Annual Returns?
The director or other officer of the company is required to submit the company’s Annual Returns via BizFile+. Alternatively, professional corporate secretarial firms also offer services that assist the company with statutory obligations like the holding of an AGM and the subsequent filing of the company’s Annual Returns.
Failure to submit the Annual Returns will incur late lodgement fees and companies are therefore advised to engage a corporate secretarial firm to ensure that they are not penalised for such breaches.
How many directors are needed for filing your Annual Returns?
If your company has one director, he/she is required to sign off on the documents to be submitted with the Annual Returns.
If your company has more than one director, then at least 2 directors have to sign off on the documents to be submitted with the Annual Returns.
Finalising the Filing of Your Annual Returns
Here is a summarised checklist on what to do before filing Annual Returns:
- Determine which category in ACRA your business falls into
- Determine the format of financial statements to be filed (if they need to be filed) with your Annual Returns
- Hold your AGM or circulate the financial statements to all company members if your company does not need to hold an AGM
- Ensure that the correct number of directors sign off on the documents for the filing
Once these preparation steps have been completed and all considerations have been accounted for, companies will have to file their Annual Returns on BizFile+.
Penalties for Failing to File Annual Returns
Companies and every director that fail to file annual returns may be given a chance to compound for the breaches such as paying a composition sum of $300 per breach instead of facing prosecution.
Separately, a late lodgement fee will be imposed at the time of lodgement, for each return that is lodged late.
ACRA will only consider prosecuting the directors in Court if:
- They failed to compound the offence when offered a chance to compound; or if
- ACRA is not prepared to let the directors compound the offence.
Companies that fail to file annual returns for consecutive years can be struck off by the Registrar.
Filing your Annual Returns can be daunting for small companies. However, with a thorough preparation process prior to the filing, the job becomes easier and more straightforward. You may also engage a corporate secretarial firm if you need professional assistance with filing your Annual Returns.
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