You’ve successfully registered your company in Singapore and are ready to take on the world. But before you dive headfirst into global expansion, there are a few mandatory annual filing requirements in Singapore that you don’t need to miss deadlines to keep your business stand out from competition. If you’re new to the business world, the registration requirements for small companies in Singapore might be confusing. It is quite possible to make mistakes while submitting returns and other paperwork due to a lack of understanding. Every year, regardless of size or structure, all Singapore-incorporated companies must comply with specific statutory responsibilities.
Failure to comply can lead to financial penalties, loss of tax benefits, and even banning of your company. Don’t worry, we’re here to walk you through the key annual filing requirements in Singapore so you can stay on top of your filings and avoid any nasty surprises. By the end of this article, you’ll have a solid understanding of what’s to tick off items on your entrepreneurial to-do list. The annual adventure begins now.
Your Obligations Towards Annual General Meetings
Holding your AGM is a key part of maintaining compliance and annual filing requirements in Singapore. While it may seem like just another item to check off your to-do list, the AGM allows your shareholders to stay up to date on company activities, ask questions, and vote on important matters.
To prepare for your AGM, schedule it within 18 months of your last meeting or within 6 months of your financial year-end. Send notice to your shareholders at least 14 days in advance, including details on resolutions to be voted on. Be ready to present your financial statements, director reports, and auditor reports. During the AGM, your chairman will give an overview of the company’s performance and key events from the past year. Any ordinary or special resolutions are voted on, like appointing directors or auditors, or other significant company matters.
You’ll want to keep the agenda focused but also leave room for an open Q&A session where shareholders can ask questions. Keep the meeting positive and constructive. To wrap up the AGM, finalize the minutes which should include details of the meeting. File the minutes with ACRA within 30 days to remain compliant. Your AGM is an opportunity to strengthen relationships with your investors and build trust in your company.
Getting the Numbers Right for Audited Financial Statements
Getting the numbers right in your audited financial statements is crucial for compliance. As a Singapore company, you are required to file audited accounts annually within a specific deadline to avoid penalties. Engaging an independent auditor to review and certify your accounts is mandatory. Auditors must be registered with ACRA, so do your due diligence to find an auditor suited to your company’s needs and budget.
Work with your auditor and accountant to prepare the financial statements, including the profit and loss statement, balance sheet and cash flow statement. Once audited, the financial statements must be filed with ACRA within a month after the auditor signs off. The statements can be filed online through BizFile+ along with the auditor’s report.
Staying on top of your annual filing requirements in Singapore may seem difficult, but compliance brings rewards. Accurate audited accounts build trust and credibility, while avoiding penalties keeps more money in your pocket. With the right team supporting you, the process can run smoothly year after year.
Tax Filing for Companies (Corporate Tax and GST Returns)
You have certain tax filing obligations to meet each year to remain in good standing. The two main requirements are submitting your corporate tax and GST returns. All companies in Singapore are required to file an annual corporate tax return, known as Form C. This must be submitted within 30 days of your financial year end. Form C declares your chargeable income for the year, which is used to calculate your corporate tax bill.
Make sure you claim all eligible tax deductions and rebates to minimize your taxable income. Once filed, the IRAS will assess your return and issue a Notice of Assessment stating your tax bill for the year. Payment is due within 1 month of the notice date.
Companies registered for GST must submit GST returns on a quarterly basis. The GST return, known as Form GST F5, reports include:
- Total GST collected from customers (output tax)
- Total GST paid to suppliers (input tax)
- Net GST payable to IRAS (output tax minus input tax)
You must file your GST F5 within 30 days of the end of each quarter. Any net GST payable must also be paid by the due date to avoid penalties. Be sure to keep good records, claim all eligible deductions, and submit returns on time each year. If done right, your tax obligations can even help reduce your overall tax burden.
Lodge Your Annual Return
As a Singapore incorporated company, you are required by law to file an Annual Return each year. This is basically a snapshot of your company’s details and shareholding information as of the ‘made up date’, you can say the anniversary of your company’s incorporation. The Annual Return filing deadline is usually 14 to 60 days after your company’s incorporation completion, so be sure to set reminder to this important deadline to avoid late filing penalties. You will receive notification from ACRA closer to the deadline with details on how to file the Annual Return.
To fulfil annual filing requirement in Singapore about Annual Return, you will need to provide particulars of your company’s registered office address, share capital information, details of company officers and members, and submit updated registers of members, directors, secretaries, and auditors. After filing, your Annual Return information becomes publicly available on ACRA’s register. So, it’s important that all details submitted are correct and up to date.
For companies with changes in ownership or directors, additional documents will need to be prepared and filed together with the Annual Return. It is best to start the Annual Return filing process early to ensure you have enough time to compile all the necessary paperwork. Keeping your company register and records up to date will help avoid issues further down the line.
What Needs to Be Included in Director’s Report
As a director of a Singapore company, one of your top most responsibilities is submitting an annual director’s report in obligation of annual filing requirement in Sinapore. This report provides an overview of the company’s operations and financial position over the past year. It must include:
- Details on the company’s principal activities, including the nature of the business, location of operations, and significant changes to activities. Provide information on any subsidiaries or holding companies as well.
- A review of the company’s business and operations during the financial year, including factors affecting performance, strategies and prospects for future growth.
- Discuss challenges faced and steps taken to address them. Offer a balanced and forward-looking analysis of risks and opportunities ahead.
- Details of any significant changes in the company’s fixed assets or the market value of assets during the year. Explain the reasons for and effects of such changes.
- An analysis of the company’s key financial performance indicators and ratios over the past 5 years. Discuss reasons for any significant changes and variances.
- An acknowledgment from the directors that the annual accounts have been drawn up in accordance with the provisions of the Companies Act and Accounting standards.
By providing a comprehensive and thoughtful analysis in your director’s report, you demonstrate good governance and help shareholders gain valuable insights into the company’s performance and prospects. Take the time to do it well, your shareholders will appreciate your transparency and efforts.
Solvency Declaration for Companies with Share Capital
After incorporation, you are required to file an annual declaration of solvency with ACRA to prove your company’s ability to pay off debts that are due within the next 12 months. This is known as the solvency declaration. All locally incorporated companies with share capital are required to file the solvency declaration. The solvency declaration must be filed within one month after the company’s Annual General Meeting (AGM) date. For companies that are not required to hold AGMs, the deadline is within 6 months after the financial year end.
The solvency declaration can be filed with ACRA electronically via BizFile+ or in hard copy. You will need to provide company information like name, registration number, and financial year end, directors’ declarations on the company’s solvency for the past financial year and the next 6 months and supporting documents like the company’s latest unaudited financial statements.
Failure to file the annual solvency declaration as a part of annual filing requirement in Singapore will result in a composition fine of $300. If the offense is brought to court, the maximum penalty is $5,000. Late filing fees will also apply for declarations submitted after the deadline. Routine compliance requirements like this is key to operating a successful company in Singapore.
Notify ACRA of Any Changes to Your Personal Information
If any of your personal details change, such as your residential address, contact number or email, you must inform ACRA within 14 days. This also applies if you gain or cease citizenship in another country. Report any changes in directorship, if you join or leave the board of any Singapore company, you must submit the relevant forms to ACRA within 14 days. For a new appointment, file Form 58A. For cessation as a director, submit Form 58B.
As a director, you may sit on the boards of multiple companies. In this case, you must disclose all current and past directorships, both local and foreign, when filing your annual return for each company. Be diligent and transparent in keeping your information up to date and meet the criteria of annual filing requirements in Singapore.
Common Penalties for Non-Compliance
As a business owner in Singapore, staying on top of annual filing requirements in Singapore is crucial. Missed those important things can result in penalties that range from minor fees to more severe consequences.
- Late Filing Penalties
If you miss the deadline to file your annual returns, you’ll face late filing penalties. For private limited companies, the penalty is $300 per month or part thereof for late filing of annual returns. The maximum penalty is $15,000. For public companies, the penalty is $1,000 per month with no maximum limit.
- Striking Off
If a company fails to file annual returns for 3 consecutive years, ACRA may strike the company off the register. This means the company will cease to exist legally. The directors and shareholders may also face legal liability for conducting business during the time the company was struck off.
In severe cases of non-compliance, ACRA may prosecute the directors and key officers of the company. If convicted, they can face fines of up to $50,000 and/or up to 2 years of imprisonment.
- Disqualification of Directors
Directors who are convicted of 3 or more filing offenses within a 5-year period may be disqualified from acting as directors for up to 5 years. This is a serious consequence that can damage one’s reputation and career.
By understanding the potential consequences, you’ll be motivated to ensure your company meets all its filing requirements accurately and on time.
The deadlines and forms may seem as difficult task as trek a Mount Everest but staying on top of compliance and aligned properly with annual filing requirements in Singapore will give you peace of mind and help avoid potential penalties. Get help from your corporate secretarial services if needed. Keep your company records organized and up to date in case of any ACRA reviews. Stay on track and you’ll be filing like a pro in no time.
Company Incorporation Service take the hassle out of administrative tasks and ensure your Singapore company remains fully compliant each year. Their professional expertise and experience can give you confidence that annual filing requirements are handled accurately and efficiently.