What the Annual Return is
The Annual Return (AR) is a mandatory filing under Section 197 of the Companies Act 1967, lodged electronically through BizFile+. It gives ACRA a snapshot of the company's directors, shareholders, registered office, and other particulars, and is generally accompanied by financial statements or, for qualifying companies, a solvency declaration in place of full statements. It is separate from a company's corporate tax filing with IRAS.
Deadlines
A private company must file its Annual Return within 7 months after the end of its financial year (FYE). A company with a share capital that also keeps a branch register outside Singapore is given 8 months. These deadlines apply regardless of whether the company has been trading — dormant companies must still file.
The 2018 change to AGM requirements
Before 31 August 2018, every company had to hold an AGM within 18 months of incorporation and at intervals of no more than 15 months thereafter. Under the Companies (Amendment) Act 2017, private companies became automatically exempt from holding an AGM from that date, provided they send their financial statements to all members within 5 months after FYE.
That exemption carries safeguards. Any member may require the company to hold an AGM, by notifying it no later than 14 days before the 6-month mark after FYE — and if a member does so, directors must hold the AGM within 6 months after FYE. A member or auditor can also request a general meeting to lay the financial statements, if they ask within 14 days of the statements being sent. Private dormant relevant companies — dormant, unlisted, and with total assets not exceeding S$500,000 — are exempt from holding an AGM under the same safeguards.
What late filing costs
For Annual Returns due on or after 14 January 2022, ACRA applies a flat late-lodgement penalty: S$300 if filed within 3 months of the due date, and S$600 if filed later than that. Persistent non-compliance can lead to further enforcement action, including composition sums or prosecution of directors.
Sources
- Accounting and Corporate Regulatory Authority (ACRA) — Exemptions from holding an AGM
- ACRA — FAQs — AGM exemption, change of FYE and AR filing timelines
- ACRA — Overview — AGM and Annual Return breaches
- Companies Act 1967, Section 197 (Singapore Statutes Online)
Numis-Fin drafts SFRS financial statements and the ACRA XBRL file for Singapore firms. See Numis-Fin