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Annual Compliance with Singapore ACRA

This article will provide an overview on the companies’ yearly requirements of filing with Singapore Accounting and Corporate Regulatory Authority (ACRA). Continue reading to know more about ACRA compliance requirements.

ACRA Compliance in Singapore

All the companies in Singapore are required to comply with the regulations and requirements of the Accounting and Corporate Regulatory Authority. Annual filings with ACRA are mandatory for both active and dormant. Companies that are unable to meet the requirements timely will be subject to consequences such as prosecutions and penalties.

ANNUAL GENERAL MEETING (AGM) / ANNUAL RETURNS (AR) FILING

Every company in Singapore is required to hold an Annual General Meeting every calendar year. During the AGM, the company directors must present the financial statements of the business to the shareholders.

According to the Cap.50 of Companies Act, every Singapore-based company should organize the Annual General Meeting:

  • At least once in a year, or
  • 15 months from last Annual General Meeting’s date, whichever is earlier

EXCEPTION:

Within 18 months from incorporation date, the newly started companies can hold their first annual general meeting.

An Annual General Meeting can be:

  • Held physically in any part of the world, whereby shareholders can meet, or
  • Through resolutions in written, whereby no requirement for a meeting.

The following matters should be the agenda of Annual General Meeting:

  • Approval of Audit Report or Director’s Report
  • Approval of remuneration, Director’s fees, and emolument
  • To elect the director(s) again, if it is applicable
  • For reappointment of the auditors
  • For declaration of company’s dividends, if any
  • For the transaction of other businesses

PREREQUISITES FOR FILLING ACCOUNTS

Wherever the annual general meeting is held, the company’s directors should lay the required documents, before shareholders, like annual financial records of the company that are made according to the Singapore Financial Reporting Standards which includes:

  • Statement and Report given by Directors
  • Individual report from auditors, when needed
  • Profit & Loss Statement
  • Balance Sheet of the Company
  • Cash Flow Statement
  • Statement regarding changes in Equity
  • Corresponding Notes for Finance Statements

Note: Under Sec.201 of Singapore Companies Act, the financial statement should not be more than 6 months old before the scheduled AGM date.

AUDITED ACCOUNTS/ DIRECTORS REPORTS FILING

Not all companies are required to conduct an audit. A company may be exempted from preparing audited accounts in the event that:

  • the company’s annual turnover is not more than S$5 million
  • the number of shareholders doesn’t exceed 20
  • the company does not have corporate shareholding at a time or point for the specific financial year

If a company fulfills the above prerequisites, it is allowed to instead file an unaudited financial report, more commonly known as Director’s Report.

A company should prepare audited reports if it has:

  • At least one corporate shareholder
  • An Annual turnover is more than S$5 million
  • Shareholders more than 20

Note: A company shall be treated as dormant company if it does not have a single transaction within an accounting period. Inactive companies are not required to prepare audit reports. However, they still have to prepare an unaudited report.

FILING ANNUAL RETURN

Every company incorporated locally must file their annual returns one month after the date when the annual general meeting is held, according to the Companies Act.

The following details must be included in filing annual returns:

  • Name of the company with Registration Number
  • Principle activities
  • Registered address
  • Type of company during the FY
  • Summary of shares and share capital
  • Details of officers in the company
  • Registered charges
  • Details of company’s shareholders
  • Dates of annual general meeting, annual returns and accounts
  • (XBRL) financial statements, when needed
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