Under the Singapore Companies Act 1967 (CA), the two critical requirements are holding the Annual General Meeting (AGM) and submitting the Annual Return (AR). Failing to adhere to these requirements can lead to substantial financial penalties and potential disqualification for the company’s officers.
This article is a full guide to know what are the Annual General Meetings and Annual Return filings in Singapore along with deadlines and requirements.
- What is the Annual Return (AR)?
- Understanding the Annual General Meeting (AGM)?
- How your FYE determines your filing schedule?
- Extension of deadline for Annual General Meeting and AR
- What are the penalties for not filing AGM and AR?
What is the Annual Return (AR)?
The AR is an electronic filing made with ACRA through BizFile+, summarizing your company’s key details such as:
- Company name, UEN, and registered address
- Directors, company secretary, and auditor info
- Share capital and shareholder structure
- Financial statement status (including XBRL submission, if applicable)
Your AR must be filed only after the AGM has been held (or exempted) and within 7 months of the FYE for private companies. For listed companies, the deadline is 5 months after FYE. The purpose of filing the company’s Annual Returns is to ensure that the company’s information is up to date.
The appointed officer of the company (director or company secretary) with a valid SingPass can file the annual return on ACRA’s online filing portal BizFile+. Alternatively, a professional corporate service provider can do so on behalf of the company.
What is the Annual General Meeting (AGM)?
An AGM is a mandatory annual meeting of shareholders. At the AGM, a company will present its financial statements before the shareholders. They can raise any queries regarding the financial position of the company. Usually, the common agenda that is approved or discussed during an AGM include:
- To approve the company’s audited or unaudited financial statement
- To approve Directors’ fees, remuneration and emolument
- To re-elect the Director(s) (if applicable)
- To reappoint auditors
- To declare dividends, if any
- To transact any other business
Private companies can be exempted from holding AGMs as set out in Section 175A of the Companies Act:
- if all members have approved a resolution to dispense with the holding of AGMs;
- if they send their financial statements to their members within five months after the financial year end; or
- if the company is a private dormant relevant company that is exempt from preparing financial statements.
How your FYE determines your filing schedule?
The Financial Year End (FYE) is the anchor point that determines when your AGM and AR must occur. A common FYE is 31 December, but it can be set to any date that aligns with your business cycle. For example, if your FYE is 31 December 2024, then your company must circulate financial statements by 31 May 2025, hold the AGM by 30 June 2025 (unless exempt), and file the Annual Return by 31 July 2025.
Making changes to your FYE is allowed but subject to restrictions. It cannot be changed frequently, and extensions beyond 18 months require justification and may be rejected by ACRA.
Extension of deadline for Annual General Meeting and AR
If the company is unable to meet the deadline to hold its AGM or file its annual returns, it is possible to apply for an extension of time with ACRA for a maximum extension of two months. There are two separate extensions to apply for, under Section 175 and Section 201 of the Companies’ Act, respectively. Depending on the circumstances, the company may only need to make an application under one section.
Who is exempt from filing financial statements with ACRA?
A company is exempt from attaching financial statements in the AR if it is a Solvent Exempt Private Company (EPC). That means:
- It has 20 or fewer shareholders
- No corporate shareholders
- Directors declare the company is solvent (i.e., able to pay its debts)
Instead of filing full financials, a solvency declaration is made online during the AR submission.
What are the penalties for not filing AGM and AR?
All companies are required to file their annual returns on time. Companies that file annual returns after the due date will be imposed with a late lodgment penalty of up to $600 for each late filing.
Directors who fail to follow the AGM requirements can be prosecuted in court, and may also face disqualification or debarment from being a director. In addition, ACRA can impose composition fines on companies that do not hold the required AGMs.
In the case where a company persistently defaults, ACRA will then follow up with the issuance of court summonses to the company and its officers (which include the directors and the company secretary).
Need help managing your compliance obligations?
MBiA helps companies across Singapore stay on top of their compliance duties with confidence and clarity. Whether it’s preparing accurate financial statements, determining your eligibility for exemptions, or handling your entire XBRL and AR submission, we’ve got it covered. Our services include:
- Preparation and submission of Annual Return via BizFile+
- Full XBRL conversion and validation
- Solvency declarations for exempt companies
- Secretarial support for AGM documentation
- Filing deadline reminders and real-time compliance tracking
We simplify what can otherwise be a time-consuming and technical process, so you can focus on growing your business.
FAQ
1. What documents are required to file the Annual Return?
You must have the company’s financial statements (audited or unaudited), the date of the AGM (or resolution dispensing with it), and current particulars of the company’s officers and shareholders.
2. What is a Dormant Company, and is it exempted from AR/AGM?
A dormant company has had no accounting transactions in its FYE. A private dormant relevant company can be exempt from preparing financial statements and holding an AGM, but it is still required to file an Annual Return (AR) with ACRA.
3. Can a company secretary file the AR without a director’s approval?
No. The AR must be lodged by a director or the company secretary, and the lodger affirms that the information is correct and has been authorized by the Board of Directors.
4. Does a foreign company branch need to file an AGM/AR?
A Singapore-registered branch of a foreign company must file an Annual Return within 7 months of its FYE, but it is not required to hold an AGM in Singapore.
