Filing Annual Returns For Your Business

Last updated on January 14, 2022

Calculator, pen and spectacles on top of annual returns forms

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 or Private Company?

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.

Public company

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 company

Private companies refer to non-listed companies. They are further divided into 2 categories – Exempt Private Companies (EPC) and Non-EPC Companies:

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$15,000, and the company fails to pay the sum, or to secure or compound it to the creditor’s reasonable satisfaction, 3 weeks 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:

  1. With financial statements
  2. Without financial statements

All Singapore-incorporated companies, public and private, are required to submit the standard full set of XBRL financial statements together with their Annual Returns, with the exception of:

  • Solvent EPCs
  • Companies regulated by MAS (which need to file their financial statements using a special XBRL template)
  • Companies allowed by law to do otherwise (for example, companies limited by guarantee need only file the PDF copy of the board-authorised financial statements)

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. If your company is considered a “smaller and non-publicly accountable company”, you are to file your financial statements in a simplified XBRL template with a PDF copy of the board-authorised financial statements. Otherwise, you are to file the full set of XBRL financial statements.

A “smaller and non-publicly accountable” company refers to a company:

  • Whose revenue and total assets for the financial year each do not exceed S$500,000, and
  • Is not a listed company or a financial institution such as a bank.

In summary, you will be exempted from filing financial statements with your Annual Returns only 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

Under the simplified process for the filing of annual returns, some of the information to be filed will be “pre-filled”. Companies need only review the pre-filled information (which is based on the previous annual return filing), and double-check that such information is still up to date.

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.

A “private dormant relevant company” is a private company which is dormant, and that is neither listed nor a subsidiary of a listed company. Its total assets also cannot exceed S$500,000.

How to file simplified Annual Returns

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.

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 lodgment 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:

  1. Determine which category in ACRA your business falls into
  2. Determine the format of financial statements to be filed (if they need to be filed) with your Annual Returns
  3. Hold your AGM or circulate the financial statements to all company members if your company does not need to hold an AGM
  4. 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 who fails to file annual returns may be given a chance to compound for the breaches such as paying a composition sum of $500 per breach instead of facing prosecution.

Separately, a late lodgment fee will be imposed at the time of lodgment, for each return that is lodged late. The late lodgment fee is $300 if the return is lodged within 3 months of the deadline for filing annual returns, and $600 otherwise.

ACRA will consider prosecuting the directors in court only 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.

Appointment and Removal of Company Officers and Other Key Personnel
  1. Appointing Company Directors in Singapore: Eligibility, Process etc.
  2. Managing Director vs CEO in Singapore: Roles and Obligations
  3. Guide to Directors' Remuneration in Singapore
  4. Directors' Duties in Singapore
  5. Shadow Directors: Who are They and What Duties Do They Owe to the Company?
  6. How to Remove a Director from a Company in Singapore
  7. Removal and Resignation of Company Auditor in Singapore
  8. Appointing a Company Secretary: Roles and Responsibilities
  9. Appointing an Authorised Representative for Foreign Companies in Singapore
  10. Process Agents in Singapore
Holding Meetings
  1. What are Annual General Meetings (AGMs) in Singapore?
  2. How to Hold Extraordinary General Meetings (EGMs) in Singapore
  3. How to Hold a Board Meeting in Singapore
Shareholder Matters
  1. Share Buybacks in Singapore: Procedure, Cost and More
  2. 2 Ways to Remove a Singapore Company Shareholder ASAP
  3. Guide to Paid-Up Capital in Singapore (Is $1 Enough?)
  4. Preparing a Register of Shareholders for a Singapore Company
  5. How to Issue Shares in a Singapore Private Company
  6. Guide to Transferring Shares in a Singapore Private Company
  7. Your Guide to Share Certificates in Singapore: Usage and How to Prepare
  8. Shareholder Rights in Singapore Private Companies
  9. Shareholder Roles and Obligations in Singapore Companies
  10. Dividend Payments Guide for Singapore Business Owners
  11. Share Transmission: What Happens If a Shareholder Dies in Singapore?
  12. How to Reduce the Share Capital of Your Singapore Company
  13. Buy-Sell Agreements: How to Write & Fund Them in Singapore
  14. Oppression of Minority Shareholders
Compliance
  1. Is Your Business Collaboration Competition Law-Compliant?
  2. Explained: Registered Filing Agent for Singapore Businesses
  3. Essential Regulatory Compliance Guide for Singapore Companies
  4. Dormant Companies and Their Filing Obligations in Singapore
  5. Anti-Money Laundering Regulations and Your Business: What You Need to Know
  6. Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
  7. Legally Conducting Lucky Draws for Singapore Businesses
  8. Restaurant Inspection and Food Safety Rules in Singapore
Company Management
  1. Does Your Company Need a Legal Team (In-House Counsel)?
  2. Acqui-Hiring of Singapore Companies: How Does It Work?
  3. How to Change the Name of Your Singapore Company
  4. Can Directors be Liable for Company Debts in Singapore?
  5. Company Loans to Directors/Shareholders in Singapore
  6. 3 Types of Insurance Every Singapore Business Needs
  7. Creating and Registering Charges in Singapore: Guide for Companies
  8. Guide to Effective Business Continuity Planning in Singapore
  9. Business Asset Sale & Disposal in Singapore: How Do They Work?
  10. Business Partnership Disputes in Singapore: How to Resolve
  11. How to Commence a Derivative Action on Behalf of a Company in Singapore
  12. Business Will: How to Pass on Your Business to Your Successors in Singapore
Company Documents
  1. Record-Keeping Requirements for Singapore Companies
  2. Company Constitutions in Singapore and How to Draft One
  3. Company Memorandum and Articles of Association
  4. Company Resolutions: What are They?
  5. Board Resolutions in Singapore
  6. Minutes of Company Meeting in Singapore: How to Record
  7. How to Set Up a Register of Controllers
  8. How to Set Up a Register of Nominee Directors
  9. Guide to Filing Financial Statements for Singapore Business Owners
  10. Filing Annual Returns For Your Business
Tax, Accounting and Audit Matters
  1. Singapore Corporate Tax: How to Pay, Tax Rate, Exemptions
  2. Start-Up Tax Exemption Guide for New Singapore Companies
  3. GST Registration: Requirements and Procedure in Singapore
  4. What is Withholding Tax and When to Pay It in Singapore
  5. Singapore Influencers: Here's How to Calculate Your Income Tax
  6. Tax Investigation of Tax-Evading Business Owners in Singapore
  7. Small Business Accounting Services in Singapore
  8. Company Audits in Singapore: Requirements and Exemptions
Data Protection
  1. Suspect a PDPA Data Breach? Here's What to Do Next
  2. Must You Notify PDPC About a Data Breach in Your Business?
  3. Data Room: Should Your Singapore Company Set Up One?
  4. Summary: Your Organisation's 10 Main PDPA Obligations
  5. Essential PDPA Compliance Guide for Singapore Businesses
  6. PDPA Consent Requirements: How Can Your Business Comply?
  7. Is It Legal for Businesses to Ask for Your NRIC in Singapore?
  8. Here's a 7-Step Plan for Companies to Prevent Unauthorised Disclosure When Processing and Sending Personal Data
  9. Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
  10. Drafting a Comprehensive Privacy Policy For Your Singapore Website
  11. GDPR Compliance in Singapore: Is it Required and How to Comply
  12. Appointing a Data Protection Officer For Your Business: All You Need to Know
  13. How Can Companies Dispose of Documents Containing Personal Data?
  14. Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
  15. How to Legally Install CCTVs for Home/Business Use in Singapore
  16. Is Web Scraping or Crawling Legal in Singapore?
  17. Legal Options If Employees Breach Confidentiality in Singapore
Marketing
  1. Social Media Marketing: Legal Guide for Singapore Businesses
  2. Your Guide to E-commerce Website Terms of Service in Singapore
  3. Dealing with Defamation of Your Business: Can You Sue?
  4. Sending Email Newsletters That Comply With Singapore Law
  5. A legal guide to drafting a social media policy for your company
  6. Your Guide to a Media Release Form in Singapore
  7. Your Guide to an Influencer Marketing Agreement in Singapore
  8. Outdoor Advertising: How to Legally Display Public Ads in Singapore
Fintech and Payment Services Advisory
  1. Applying to the MAS FinTech Regulatory Sandbox
  2. Payment Services Act Licensing Guide for Fintech Businesses
  3. How to Get a Payment Service Provider Licence in Singapore
  4. Financial Adviser's Licence Guide for Singapore Businesses
  5. Capital Markets (CMS) Licence Requirements in Singapore
  6. How to Offer E-Wallet Services in Singapore: Licensing Guide
  7. Digital Payment Token Services Licence Guide in Singapore
  8. How to Legally Offer Crypto Services in Singapore
Franchising
  1. Starting a Franchise in Singapore: What Franchisors Should Look Out For
  2. Running a Franchise in Singapore: What To Look Out for as a Franchisee
Debt Restructuring
  1. What is Judicial Management and How It Works in Singapore
  2. Schemes of Arrangement: How They Work and How to Apply
  3. Informal Debt Restructuring and Workout in Singapore
Ending a Business
  1. How to Restore a Struck-Off Company in Singapore
  2. Claw-Back of Assets From Unfair Preference and Undervalued Transactions
  3. Should You Save or Close Your Zombie Company in Singapore?
  4. Voluntary Suspension of Business in Singapore: How to Handle
  5. Winding Up a Singapore Company: Grounds and Procedure
  6. Closing Your Singapore Business: What You Need to Settle
  7. Striking Off a Company
  8. Restoring a Company That was Struck Off Without You Knowing
  9. Dissolution of partnerships in Singapore
  10. What Should a Creditor Do When a Company Becomes Insolvent?
  11. How to File a Proof of Debt Against a Company in Liquidation
  12. Validation of Payments Made by Companies Being Wound Up