According to the Singapore Companies Act, the statutory secretary must organize an Annual General Meeting where all directors and shareholders are present within 18 months from the establishment of a Singapore company, and within 6 months from the closing date of the previous financial year. At this AGM, the directors of the company must provide the annual financial report of the company to all shareholders. The report must be published in English, and be prepared in accordance with the standards of the Institute of Certified Public Accountants of Singapore. Major issues relating to the company should be discussed at the AGM, so that corresponding solutions can be generated.

Within 1 month after the conclusion of the AGM, the company secretary must submit the resolutions of major issues drawn up at the AGM to the Accounting and Corporate Regulatory Authority (ACRA) for filing, so as to update the company’s information with ACRA. The secretary must also submit the annual financial report and financial annual tax returns to the Inland Revenue Authority of Singapore (IRAS) for tax declaration. These two tasks are collectively known as the ‘annual return’.

It should be noted that even if the company is not operating, it is still necessary to reflect the fact that the company is not operating in the annual financial report according to standard procedure. This is to be submitted to ACRA. If the financial report is not submitted on time, ACRA will impose a fine on the company, and the company may be prosecuted depending on the severity of the issue.

Necessary steps in the annual return process

1.Appointment and/or renewal of statutory secretary, company address and acting director

2.Prepare accounting materials and publish financial statements, and judge whether an audit is required

3. Convening of the Annual General Meeting and submission of materials

4. Corporate income tax declaration.

Relevant laws and regulations

Section 175: The company must hold an annual general meeting (AGM) every year. This can be held within the first 18 months for a new company; the AGM of the following years cannot be held past 15 months of the last AGM.

Section 175: Subject to this section and section 175A, a general meeting of every company to be called the “annual general meeting” must, in addition to any other meeting, be held after the end of each financial year within —

(a)    4 months in the case of a public company that is listed; or

(b)    6 months in the case of any other company.

Section 197:  (1)  Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting —

Deadline for annual returns

As a professional secretarial service, we will inform you in advance if the annual return cannot be submitted in time due to reasons pertaining to the company’s accounting or the auditing of holding companies. An application for extension can be sent through the secretarial company before the deadline for submission.

Important note: If the annual report cannot be completed within the specified time, no extension is applied for, or the request for extension is denied, a fine will be imposed. A penalty fee of SGD 300 applies if the lodgements are filed within the first 3 months after the due date, and SGD 600 if filed after the 3-month period. Gross cases of late submission or omission of details will be prosecuted.