Annual Returns in Singapore: An Overview

Introduction

Filing of Annual Returns (AR) is a mandatory compliance obligation under the Singapore Companies Act. The Annual Return serves as a snapshot of a company’s essential information as of a particular date and ensures that the Accounting and Corporate Regulatory Authority (ACRA) has up-to-date details of the company.

What is an Annual Return (AR)?

An Annual Return is a statutory document that companies incorporated in Singapore must file with ACRA. It contains key particulars of the company, its financial statements, and declarations by directors and auditors, depending on the type and financial activity of the company.

What is Included in an AR?

1.      Basic Company Details

An AR includes basic company details such as the company’s name, its status as either a private or public company, whether it is limited by shares, limited by guarantee, or an unlimited company, its registration number, and its registered office address. It also includes the principal activities of the company, particulars of its directors, and in the case of companies with share capital, details of shareholders. For companies without share capital, particulars of members are required.

2.      Accompanying Documents

Unless the company is exempted—such as dormant companies or qualifying small companies under sections 205B or 205C of the Companies Act—the AR must be accompanied by a Statement of Directors, Financial Statements, and an Auditor’s Report, if applicable.

3.      Contents of Financial Statements

Financial Statements must contain Company’s Balance Sheet, Profit and Loss Statement, Statement of Changes in Equity, Any other relevant financial data. These statements must be audited unless the company qualifies for audit exemption.

4.      Contents of Directors’ Statement

The Directors’ Statement, which must be signed by at least two directors, declares that proper accounting standards have been followed and that the financial statements give a true and fair view of the company’s financial position.

5.      Contents of Auditor’s Report

The Auditor’s Report must confirm whether the financial statements are free from material misstatements and whether they comply with applicable accounting standards. This report must be signed personally by the auditor or a partner in the audit firm.

6.      Additional disclosures

Additional disclosures include whether the register of controllers is maintained at the company’s registered office or at a registered filing agent’s office, and similarly, the location of the register of nominee directors.

Who Must File AR?

All companies incorporated in Singapore, unless specifically exempted such as foreign branches or certain dormant companies, are required to file an Annual Return. Companies with share capital and foreign branch registers are also required to meet specific extended filing deadlines.

Duties of Directors

It is the responsibility of the directors to ensure that the financial statements are audited at least 14 days before the company’s Annual General Meeting (AGM), to certify the accuracy of both the financial and directors' statements, and to ensure that the AR and all required accompanying documents are lodged with ACRA in a timely manner. Non-compliance may lead to financial penalties and legal consequences.

Due Date for Filing

The due date to file AR depends on the type of company:

• Public Listed Companies: Within 5 months after the end of the financial year

• Public Unlisted Companies and Private Companies: Within 7 months after the end of the financial year

• Companies with overseas branch registers: Within 6 months (listed) or 8 months (others) after financial year-end

Filing Process:

1. Prepare financial statements and supporting documents at least 14 days before the AGM.

2. Hold AGM (if required under the law)

3. File Annual Return via BizFile+

4. Attach required documents (Directors' Statement, Financials, Auditor’s Report)

Penalty for Late Submission

Failure to file the Annual Return on time may result in a fine of up to SGD 5,000 imposed on both the company and its officers. Additional default penalties may apply for continued non-compliance.

Conclusion

Filing Annual Returns is not just a compliance formality but a legal responsibility for Singapore companies. It maintains transparency, ensures updated corporate information, and protects the interests of stakeholders. Directors should ensure accurate and timely filing to avoid penalties and uphold good corporate governance.

At Prolead, we will help your business stay on top of all the statutory compliance requirements, so you can focus on the administration and growth of your business.