ANNUAL GENERAL MEETING & FILING ANNUAL RETURNS (AR)

All locally-incorporated companies are required to hold their Annual General Meeting (AGM) and file their Annual Returns under S175, S197 and S201 of the Companies Act. At the AGM, directors shall present a true and fair view of the company’s accounts to their shareholders.

It is the responsibility of the directors to appoint individuals with the required level of expertise for preparation of such accounts. The appointed officer of the company e.g. director or company secretary shall file the Annual Returns online via BizFile+ using SingPass or CorpPass. Alternatively, the company can engage the services of a registered filing agent to file the Annual Return on behalf of the company.

 

Deadlines for Annual General Meeting (AGM)

A company is required to hold its first AGM within 18 months of incorporation.

Subsequent AGMs must be held every calendar year and the intervals between AGM should not be more than 15 months.

Deadlines for Annual Returns

Filing of Annual Returns must be filed within one month after the AGM

AGM & Filing of Annual Returns Fee

Service Fee ($)
AGM & Filing of Annual Returns 350 per year
Preparing XBRL Financial Statements 
From 350

 

Requirements for companies to hold AGM and file Annual Return

Requirements Companies Act
Annual General Meeting (AGM) 1.       A company is required to hold its first AGM within 18 months after its incorporation.

2.       Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.

 Section 175
Filing Annual Return The Annual Return must be filed with the Registrar within 30 days after the AGM. Section 197
Audited / Unaudited Accounts For a public company listed or quoted on a securities exchange in Singapore:

Accounts presented at the AGM shall be made up to a date not more than 4 months before the AGM.

In the case of any other company:

Accounts presented at the AGM shall be made up to a date not more than 6 months before the AGM

 Section 201

 

Requirements for companies to file accounts with ARs

Please refer to the table below to determine if a company needs to file accounts with their Annual Return submission.

The following table applies in respect of a financial year commencing before 1 Jul 2015.

Filing Requirements Definition Solvent

(The company is able to meet its debts when they fall due)

 Insolvent

(The company is not able to meet its debts when they fall due)
Small EPC EPC with annual revenue up to S$5 million or less for financial years with effect from 1 June 2004 (S$2.5 million or less for financial years between 15 May 2003 and before 1 June 2004) • need not audit accounts

• need not attach accounts; to complete an online declaration of solvency instead

 

 • need not audit accounts

• must file accounts

 
Normal EPC EPC with annual revenue more than S$5 million for financial years with effect from 1 June 2004 (or more than S$2.5 million for financial years with effect from 15 May 2003 but before 1 June 2004) • must audit accounts

• need not attach accounts; to complete an online declaration of solvency instead

 

 • must audit accounts

• must file accounts

 
Dormant EPC EPC that do not have any accounting transactions* (no business activities) for the financial year concerned or have not commenced business since incorporation.
* Please refer to sections 205B(3) and 199(1) of the Companies Act for more information.		 • need not audit accounts

• need not attach accounts; to complete an online declaration of solvency instead

 

 • need not audit accounts

• must file accounts

 
Private Company (Non EPC) A company limited by shares with at most 50 shareholders Active

  • must audit accounts
  • must file accounts

Dormant *

  • need not audit accounts
  • must file accounts

* Please refer to sections 205B(1), (3) and 199(1) of the Companies Act for more information.

 

 Same as for solvent.
Public Company
  • A company limited by shares where the number of shareholders can be more than 50
  • A company limited by guarantee
  • Listed company on SGX

 

 Active

  • must audit accounts
  • must file accounts

Dormant *

  • need not audit accounts
  • must file accounts

 

* Please refer to sections 205B(1), (3) and 199(1) of the Companies Act for more information.

 

 Same as for solvent.

 

With effect from 3 March 2014, the revised XBRL filing requirements under the BizFinx system will apply where Singapore incorporated companies (unlimited or limited by shares) which are required to file their financial statements with ACRA, will be required to file a full set of financial statements in XBRL format, according to a minimum requirement list within the new ACRA Taxonomy 2013. Filing of Option B (Partial XBRL), a filing option under the previous XBRL system (FS Manager), will no longer be available.

New Audit exemption applicable from financial years commencing on or after 1 Jul 2015 

To reduce the regulatory burden on small companies and move further towards a risk-based approach, a new small company concept will be introduced for exemption from statutory audit.

The audit exemption with respect to financial statements for a financial year commencing on or after 1 July 2015.

For a company which is part of a group:

(a) the company must qualify as a small company; and

(b) entire group must be a “small group”

to qualify for the audit exemption.

Please refer to the table below to find out if a company or a group is a small company or a small group:

 Criteria for Qualifying Disqualification 
Small Company

 

 • Private company

• Meet at least 2 of 3 quantitative criteria for immediate past two financial years:

  • total annual revenue ≤ $10m
  • total assets ≤ $10m
  • no. of employees ≤ 50

 

 “Small company” status will continue once obtained until disqualified i.e.:

  • ceases to be a private company at any time during the financial year;
  • or does not meet at least 2 of the 3 quantitative criteria for the immediate past two consecutive financial years.

 
Small Group

 

  • Meet at least 2 of 3 quantitative criteria for immediate past two financial years:

  • Consolidated group revenue ≤ $10m
  • Consolidated total assets ≤ $10m
  • Aggregate no. of employees ≤ 50

 

 “Small group” status will continue once obtained until it does not meet at least 2 of the 3  quantitative criteria for the immediate past two consecutive financial years.

 

Overview of audit exemptions

Types of companies exempted from audit

The following companies are exempted from audit:

EPC with revenue not more than S$5 million for a financial year starting before 1 Jul 2015; or
• EPC with revenue not more than S$2.5 million for a financial year starting on or after 15 May 2003 but before 1 Jul 2015; or
• Companies that meet the “small company” criteria for a financial year starting on or after 1 Jul 2015;
• For a company which is part of a group:
• company must qualify as a small company; and
• entire group must be a “small group”.
• Any company, including an EPC, that is dormant for the financial year starting on or after 15 May 2003