Singapore Company Annual Return

Introduction to Singapore Company Annual Return恒信泰富.新加坡年报.GIF


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 company officer with the required level of expertise for preparation of such accounts. The appointed officer of  the company shall file the Annual Returns online. We, ERI Organization,  a professional registered filing agent, will file the Annual Return on behalf of the company. As the appointed company secretary, we will ensure that your company is to comply with the following statutory requirement:




Requirements for companies to hold AGM and file Annual Return


Requirements

Companies Act

Annual General Meeting (AGM)

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

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

Section175

Filing Annual Return

The Annual Return must be filed with the Registrar within one month after the AGM.

Section197

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.


XBRL 

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.


Audit Exemption

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.

 

Types of companies exempted from audit

The following companies are exempted from audit:

1. EPC with revenue not more than S$5 million for a financial year starting before 1 Jul 2015; or 

2. 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 

3. Companies that meet the “small company” criteria for a financial year starting on or after 1 Jul 2015;  

4. For a company which is part of a group:  

5. company must qualify as a small company; and entire group must be a “small group”.

6. Any company, including an EPC, that is dormant for the financial year starting on or after 15 May 2003


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