Financial Reporting Obligations

Accounts for Head Office

All foreign companies are required to lodge their financial statements as well as those of their Singapore Branches when filing annual returns with ACRA.

In relation to the lodgment of foreign companies’ financial statements,

(a) if a foreign company has prepared financial statements in accordance with IFRS and/or the accounting standards as required in the law of its country of incorporation / formation1, that foreign company can lodge the same set of financial statements in its annual filing without the need to apply to ACRA; and
Note: Where the financial statements are not presented in English, they must be translated to English in its entirety. Both the financial statements in the original language and in English language are to be filed as part of the annual filing. 

Previously only allow United States’ Generally Accepted Accounting Principles and those standards that have converged with the IFRS.

(b) other foreign companies that had not prepared a set of financial statements in accordance to IFRS or accounting standards as required in the law of its country or incorporation / formation are required to prepare and lodge their financial statements prepared in accordance with the Accounting Standards, unless they have obtained approval from the ACRA under section 373(13) of the Companies Act, for relief from requirements relating to audit or form and content of the financial statements and other documents.

(c) For clarity, there is no waiver of filing of foreign companies’ financial statements.

For application under s373(13), the foreign company must provide the following documents during the application:

(a) Balance sheet and income statement (including the financials of all its branch) ;

(b) Significant accounting policies (including basis of measurement) prepared in accordance with the accounting standards required in the law of the foreign company’s country of incorporation / formation; and

(c) Statement by directors in the same format (i.e. whether the financial information is true and fair, whether the foreign company is able to pay its debts as and when it falls due and the list of directors in office at the date of the statement) as those of local Singapore companies.

The statement by directors must be signed by two of the foreign company’s directors registered2 with ACRA, unless it has only one director registered with ACRA, in which case, the statement can be signed by that director.

2  Foreign companies are required to lodge a list of its directors with ACRA at the time of registration and any change in directors must be lodged with ACRA within 30 days of change.

Singapore Branch Accounts

All Singapore Branches are required to prepare audited profit and loss account which complies with the Accounting Standards and give a true and fair view of the profit or loss arising out of their operations in Singapore, and audited statement showing their assets used in and liabilities arising out of their operations in Singapore, and lodge these documents with ACRA, except under the following circumstances:

(a) if the Singapore Branch is dormant3 according to section 373(9) of the Act, it may lodge with ACRA, an unaudited profit and loss account with respect to its operations in Singapore and an unaudited statement showing its assets used in and liabilities arising out of its operations in Singapore;

3  A Singapore Branch is considered as dormant when there is no accounting transaction arising out of its operations in Singapore. For avoidance of doubt, the following are disregarded as transactions arising out of the operations of a Singapore Branch:
(a)      the appointment of a secretarial agent;
(b)      the appointment of an auditor;
(c)      the maintenance of books and other records; and 
(d)      the payment of any fee specified in the Second Schedule or an amount of any fine or default penalty paid to the Registrar under section 409B.

(b) if the Singapore branch has obtained approval from ACRA under section 373(12) of the Act for a waiver from filing of the documents; or

(c) if the SG branch has obtained approval from ACRA under section 373(13) of the Act for a relief from requirements as to audit or form and content of the documents.

In maintaining transparency, we strongly urge SG branch to seek relief under section 373(13), instead of waiver under section 373(12).

For application under s373(12) and s373(13)(b), the foreign company must provide the following documents for the Singapore branch during the application, unless the following documents cannot be prepared:

(a) Balance sheet and income statement;

(b) Significant accounting policies (including basis of measurement) prepared in accordance with the Accounting Standards; and

(c) Statement by authorised representative(s) or director(s) declaring that the balance sheet and income statement give a true and fair view, in lieu of the auditor’s report.

Information provided / filed with the Registrar should be the finalised / signed version, with all balances (including movements in retained earnings) properly accounted for. Draft filings / information should not be provided.

To Apply

Companies must fill in the  s373 application form  (DOC 87KB) and attach the completed application form as part of the transaction filed in Bizfile+ portal. (Note: The statement of declaration required in the application form need not be notarised. It has to be signed by at least one foreign director registered with ACRA and the authorised representative in Singapore).
Application fee: $200 (non-refundable).

Extension of Time to file annual return or hold AGM

ACRA is prepared to grant a one-off extension of up to 2 months for a foreign company which is required to prepare Head Office financial statements under the laws of its place of incorporation or origin, but not required to table financial statements at an annual general meeting.

The authorised representative(s) of the foreign company are to make the application within 6 months and 30 days from the financial year end of the foreign company. The online form to apply for extension of time for filing of financial statements by a foreign company is available in BizFile+. The application has to be submitted before the deadline of annual filing and a fee of $200 is applicable. 


 




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