All locally incorporated companies are required to hold their Annual General Meeting (“AGM”) and file their annual returns under S175, S197 and S201 of the Companies Act.
At the AGM, directors shall present a true and fair view of the company’s accounts to their shareholders.
The Companies Act does not prescribe the minimum level of qualifications for the person preparing the accounts. However, it will be the responsibility of the directors to appoint individuals with the required level of expertise for preparation of such accounts. [See sample account]
When to hold an AGM and file annual return?
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Requirements |
Companies Act |
| Annual General Meeting (‘AGM’) |
1. A company is required to hold its first AGM within 18 months after its incorporation.
2. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
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Section 175 |
| Filing Annual Return |
The Annual Return must be filed with the Registrar within one month after the AGM.
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Section 197 |
Audited/unaudited accounts
(Click here for requirements) |
For a public company listed or quoted on a securities exchange in Singapore:
Accounts presented at the AGM shall be made up to a date not more than 4 months before the AGM.
In the case of any other company:
Accounts presented at the AGM shall be made up to a date not more than 6 months before the AGM.
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Section 201 |
When will a company be required to file accounts with their annual return submission, and how should this be done?
Please refer to the requirements to determine whether a company needs to file accounts, and follow up with:
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For companies which are
required to file accounts in their annual return
- Choose to prepare accounts in either Full XBRL (Option A) or Partial XBRL (Option B) using FS Manager followed by submission of annual return. [
More information on XBRL filing]
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For companies which are
not required to file their accounts in their annual return
- The appropriate on-line declaration will appear in the transaction if the correct company type has been selected. [
BizFile eGuide: Filing of annual return]
The appointed officer of the company e.g. director, secretary shall file the annual return via BizFile. Alternatively, the company can engage the services of a professional firm or a service bureau to file the annual return.
Can a company request for an extension to file annual return or hold an AGM?
A company can apply for an extension of time to hold its AGM. Upon approval of the application, the company must file its annual return within one month from the new AGM date. [More information on Extension of Time to hold AGM]
What if a company fails to hold its AGM or file annual return?
A penalty will be imposed for late lodgment as prescribed in the Companies Act, Cap 50. [More information on penalties]
In addition, a summon may be issued against a company director for not holding the company’s Annual General Meeting and filing its Annual Return (AR) as stipulated under the law. [More information on summonses]
Filing Requirements
| Filing requirements
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Definition |
Solvent -
able to meet its debts when they fall due |
Insolvent -
not able to meet its debts when they fall due |
| Small EPC |
EPC with annual revenue up to S$5 million or less for financial years with effect from 1 June 2004 (S$2.5 million or less for financial years between 15 May 2003 and before 1 June 2004)
|
• need not audit accounts
• need not attach accounts; to complete an online declaration of solvency instead |
• need not audit accounts
• must file accounts |
| Normal EPC |
EPC with annual revenue more than S$5 million for financial years with effect from 1 June 2004 (or more than S$2.5 milliion for financial years with effect from 15 May 2004 but before 1 June 2004)
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• must audit accounts
• need not attach accounts; to complete an online declaration of solvency instead |
• must audit accounts
• must file accounts |
| Dormant EPC |
EPC that do not have any accounting transactions* (no business activities) for the financial year concerned or have not commenced business since incorporation.
* You may refer to 205B(3) and section 199(1) for more information.
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• need not audit accounts
• need not attach accounts; to complete an online declaration of solvency instead
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• need not audit accounts
• must file accounts
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| Private Company (Non EPC) |
A company limited by shares with at most 50 shareholders |
Active
• must audit accounts
• must file accounts |
Dormant
• need not audit accounts
• must file accounts
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| Public Company |
• A company limited by shares where the number of shareholders can be more than 50
• A company limited by guarantee
• Listed company on SGX
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• must audit accounts
• must file accounts
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