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After incorporating a company in Singapore, business owners should take note of the annual regulatory compliance requirements that the company has to meet. It may seem to be a hassle for some, but it is good practice for businesses. Here are some advantages of being compliant:
1) Maintaining proper records of changes to and performance of the company;
2) Allowing potential investors or joint venture partners to access information that has been filed with the regulatory e.g. annual returns;
3) Giving assurance that your company is properly run; and
4) Avoiding unnecessary penalties and fines that the company, its directors, and its company secretary may be liable for.
In general, the two main authorities that Singapore companies need to be concerned with are the Accounting and Corporate Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS).
Companies should pay attention to the following dates and plan for the preparation and filing of such documents:
| Deadline |
Exceptions / Exemptions |
|
| Holding of Annual General Meeting (AGM) |
First AGM to be held within 18 months from the date of incorporation Subsequently, held once every calendar year where the interval between AGMs must not be more than 15 months Public-listed companies to lay the financial statements within 4 months of the financial year end Private limited companies to lay the financial statements within 6 months of the financial year end |
Private limited companies may dispense the holding of the AGM by passing a written shareholders’ resolution, but matters that are dealt with
the AGM will still have to be attended. |
| Laying of audited financial statements | To be accompanied during the holding of AGM |
Small companies which fulfil the following conditions need not have their accounts audited: 1) Private companies in the relevant financial year; 2) Meet at least 2 of 3 of the following criteria for the immediate past two consecutive financial years: a. Total revenue not exceeding S$ 10 million b. Total assets not exceeding S$ 10 million c. No. of employees not more than 50 For financial years commencing from 1 June 2004 and before 1 July 2015, exempt private companies are exempted from audit if the annual turnover does not exceed S$5 million For a company which is part of a group: (a) the company must qualify as a small company; and (b) the entire group must be a “small group” to qualify for the audit exemption. |
| Filing of Annual Returns with ACRA |
Within 1 month from the date of the AGM |
Exempt private companies (i.e. companies with 20 members or less and with no corporate shareholder) need not attach accounts, but file an
online declaration of solvency instead |
| Filing of Estimated Chargeable Income (ECI) with IRAS |
Within 3 months from financial year end |
Administrative concession: 1. Annual revenue of less than S$1 million; and 2. The ECI is NIL Entities specifically not required to file: a. Foreign ship owners or charterers for whom the Shipping Return has been or would be submitted by the local shipping agent; b. Foreign universities; c. Designated unit trusts and approved CPF unit trusts; d. Real estate investment trusts that have been granted such tax treatment |
| Filing of Income Tax Return (Form C or Form C-S) with IRAS |
30 November in the year following the financial year end Extended to 15 December in the year following the financial year end for e-filing |
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For a private limited company with a financial year end of 31 December 2017, its compliance timeline would be as follows:
| Deadline | Activity |
| 31 March 2018 |
Filing of Estimated Chargeable Income (ECI) with IRAS |
| 30 June 2018* |
Holding of Annual General Meeting (AGM) |
| 31 July 2018 |
Filing of Annual Returns with ACRA |
| 30 November 2018 / 15 December 2018 |
Filing of Income Tax Return with IRAS / e-Filing of Income Tax Return with IRAS |
For a private limited company with a financial year end of 30 June 2018, its compliance timeline would be as follows:
| Deadline |
Activity |
| 30 September 2018 |
Filing of Estimated Chargeable Income (ECI) with IRAS |
| 31 December 2018* |
Holding of Annual General Meeting (AGM) |
| 31 January 2019 |
Filing of Annual Returns with ACRA |
| 30 November 2019 / 15 December 2019 |
Filing of Income Tax Return with IRAS / e-Filing of Income Tax Return with IRAS |
*Note that if the Company is newly incorporated, the date of its first AGM has to be within 18 months from the date of incorporation
It is important for companies to put proper procedures in place to ensure that they meet the compliance dates. When a company defaults, its directors may be held liable for fines and penalties, in addition to the late filing fees that are imposed on the company. In view of this, companies should consider hiring a professional to help manage their compliance matters, so that they can focus on running the business and driving business growth.
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