Annual Compliance

Common questions about annual compliance in Singapore, answered by the team at E&H Corporate Services.

What are the basic Singapore company compliance requirements?Every Singapore company must: maintain a registered office, appoint a company secretary and at least one resident director, keep statutory registers and accounting records, hold an AGM (unless exempt), file an annual return with ACRA, file ECI and corporate tax returns with IRAS, and notify ACRA of any changes to directors, shareholders, address or constitution.What are the annual compliance requirements for a Singapore company?Every Singapore company must hold an AGM, file an Annual Return, and file a corporate tax return each year.Who is subjected to Singapore statutory compliance?All companies incorporated in Singapore — including wholly foreign-owned and dormant companies — are subject to the Companies Act and must meet ACRA and IRAS compliance obligations. Branch offices of foreign companies have separate but similar filing duties.Who will be liable if I do not comply with statutory compliance?Directors (and the company secretary for certain duties) are personally liable for compliance failures. Penalties include fines, composition amounts, and for persistent non-compliance, director disqualification and even prosecution. Companies can also be fined per offence.What is an Annual General Meeting (AGM)?The AGM is the annual meeting of shareholders where financial statements are presented, directors are re-elected, and auditors are appointed. Private companies must hold their AGM within 6 months of the financial year end (public companies: 4 months), unless they pass a resolution to dispense with it.What is the AGM deadline for a Singapore company?Within 6 months of the financial year-end. For example, if your FYE is 31 December, your AGM deadline is 30 June.Does a dormant company still need to hold an AGM?A dormant company is still required to hold an AGM and file an annual return unless it passes a resolution to dispense with the AGM (allowed for private companies under the Companies Act). Dormant companies may also be exempt from audit and certain financial statement requirements.What is an annual return (AR)?The annual return is a filing with ACRA summarising the company's structure — shareholders, directors, secretary, registered address and share capital — as at the date of filing. It is mandatory for every Singapore company each year.When must I file my annual return (AR)?The annual return must be filed with ACRA within 7 months of the financial year end (for companies not required to hold an AGM) or within 1 month after the AGM (for those that hold one). Late filing incurs penalties.What is the Annual Return filing deadline?Within 5 months of the financial year-end. For example, if your FYE is 31 December, your Annual Return is due by 31 May.What are the documents needed to be prepared for the annual return?On completion of the financial year, by end of the 3rd month, the company should have filed its estimated chargeable income (ECI). By the 6th month, the compilation report should be ready to be tabled during the AGM. The board has to sign off the said report. Thereafter by end of 7th month the annual return should be filed. If not filed, the company is liable to pay fines to ACRA for delayed filing.When is the submission deadline of the annual return to ACRA?Within one month of the AGM, the corporate secretary shall file the annual returns to ACRA.How are the AGM and Annual Return deadlines calculated?A private company must hold its AGM within 6 months after the financial year end (FYE) and file the Annual Return within 7 months of FYE. Since the 2018 filing reforms, AGM and Annual Return deadlines are anchored to the financial year end (FYE). Non-listed private companies must hold the Annual General Meeting (AGM) within 6 months after FYE and file the Annual Return (AR) with ACRA within 7 months after FYE. Listed companies have shorter windows (4 months for the AGM and 5 months for the AR). Eligible private companies may be exempt from holding an AGM if they send financial statements to all members, or if they are dormant/exempt and meet the conditions. The Annual Return confirms company particulars, share capital and financial-statement status. Late filing of the AR incurs escalating penalties and directors may be held responsible, so schedule from the FYE date.Can a Singapore company apply for an extension of time for AGM or Annual Return filings?Yes, but only under specific circumstances. ACRA may grant extensions for companies with valid reasons such as late financial statements or overseas operations.What are the penalties for late filing?Penalties start at S$300 and increase based on how late you are. Continued non-compliance can lead to director disqualification and the company being struck off.What is the Register of Registrable Controllers (RORC) and must my company maintain one?Yes — most companies must set up and maintain an RORC and lodge the information with ACRA's central register. To improve corporate transparency and combat money laundering, Singapore requires most companies and foreign companies to set up and maintain a Register of Registrable Controllers (RORC). A controller is generally an individual or entity that directly or indirectly holds more than 25% of shares or voting rights, or that has significant control or influence over the company. A company must set up the register within 30 days of incorporation, identify and record controller information, and lodge that information with the central register maintained by ACRA; it must update the register promptly when details change. This obligation is usually handled by the corporate secretary, including sending controller notices, verifying identities and keeping records. Failing to maintain the RORC is an offence and can be penalised. Few entities are exempt (e.g. listed companies, financial institutions).Which statutory registers and records must a company keep?Registers of members, directors, secretaries, registrable controllers (RORC) and nominee directors, plus meeting minutes and accounting records. Singapore companies must continuously maintain a set of statutory records evidencing their governance and compliance. Core items include the register of members (shareholders), the register of directors and CEOs, the register of secretaries, the Register of Registrable Controllers (RORC), and the register of nominee directors, plus records relating to shares and charges. Companies must also keep minutes of board and shareholders' meetings, the resolutions passed, and accounting records and supporting documents for at least 5 years. Since 2022, the way the register of members is maintained changed for private companies, with ACRA's electronic register serving as the statutory register. These records are usually set up and updated by the corporate secretary and underpin audits, due diligence, financing and regulatory queries. Missing or inaccurate records can constitute a breach.What is a Unique Entity Number (UEN)?The UEN is the unique identification number ACRA assigns to every registered entity in Singapore (e.g. 202401234G). It is used for all government transactions — tax, customs, tenders, and business filings — and must appear on invoices and official documents.What is a Business Profile and how do I get one?A business profile is an official document from ACRA containing your company details. You can purchase it online through ACRA's portal for S$5.50.What is CorpPass?CorpPass (Corporate Pass) is the single digital identity for businesses to transact with government agencies — ACRA BizFile+, IRAS myTax, MOM, and others. Authorised company staff log in with their Singpass and their CorpPass roles to perform corporate filings.What is a compliance rating and why is it important for a company?Yes, it is. Many business organizations are under the impression that compliance rating means not being fined or penalized. It is totally, wrong. A compliance rating is awarded in the form of a Green Tick Mark or a Check Mark to companies only if they hold timely AGM, table up-to-date accounts and file their Annual Returns, If not, Red Cross Mark rating given by ACRA. All compliance rating records for local companies are available on ACRA’s website, Directory of Registered Entities. Investors or any member of public can view it. Because of this, for every company it is important to achieve a favorable compliance rating as it can use it for brand equity. Receiving a GREE Tick Mark is a sign that the company is in capable hands.What is a Personalized Compliance Corporate Kit?A compliance kit is a binder of a company's key corporate documents — certificate of incorporation, constitution, share certificates, company seal (if any), and statutory registers — kept up to date for reference and due diligence by banks and counterparties.What are the penalties for missing filing deadlines or making mistakes?ACRA imposes late-filing penalties on the annual return (e.g. S$300 for the first late payment component and S$300 for late filing, scaling with delay), and IRAS fines for late ECI or tax returns. Repeated non-compliance can lead to prosecution and director disqualification.What is Section 199 of the Companies Act and why does it matter?Section 199 requires companies to keep proper accounting records that sufficiently explain their transactions and financial position. These records must be retained for at least 5 years. Directors are personally liable for record-keeping defaults — penalties up to S$10,000 or 12 months imprisonment.What is a solvency declaration?A solvency declaration is a statement that a company can pay its debts. It is required for certain transactions like share buybacks and selective capital reductions.What is Section 199 of the Companies Act?Section 199 requires companies to keep proper accounting records that sufficiently explain their transactions and financial position. These records must be retained for at least 5 years. Directors are personally liable for record-keeping defaults — penalties up to S$10,000 or 12 months imprisonment.What is the financial year end (FYE)?The FYE is the annual date on which a company closes its accounts. It determines all statutory deadlines: ECI filing (within 3 months), AGM (within 6 months), annual return (within 7 months), and corporate tax return (with IRAS).How do I change the company's financial year end (FYE)?File the change with ACRA — but approval is needed if the new financial period exceeds 18 months, or if you have already changed the FYE within the last 5 years. The financial year end (FYE) drives the timing of the AGM, Annual Return and tax filing, and can be changed, subject to rules. The company files the new FYE via ACRA BizFile. ACRA approval is generally required where: the change results in a financial year longer than 18 months, or the company has already changed its FYE within the past 5 years. Companies also cannot arbitrarily extend the FYE to avoid filing obligations. Changing the FYE has a knock-on effect on all AGM/Annual Return/tax deadlines, and may affect the period in which tax incentives apply, so it should not be adjusted frequently. Common legitimate reasons include aligning with a parent company's financial year or matching business seasonality. Before changing, have the corporate secretary assess the overall impact on compliance timing and tax.What is the difference between a company's FYE and the IRAS Year of Assessment (YA)?FYE is the end of your accounting period. YA is the tax year in which your income is assessed. For example, if your FYE is 31 December 2026, the corresponding YA is 2027.What is a report by the company's director and is it a must?Directors are required to prepare a directors' report for each financial year, covering the company's state of affairs, dividends, share issues, directors' interests and material events. It is a statutory document for companies that prepare financial statements; small and dormant companies have exemptions.What are the annual ACRA and IRAS filings a Singapore company must complete?The core items are holding an AGM, filing the Annual Return, filing corporate tax (ECI and Form C), and maintaining statutory registers. Annual compliance for a Singapore company runs on two lines. The ACRA line: eligible private companies must hold or be exempt from an AGM, file the Annual Return within the prescribed window, and attach financial statements (some in XBRL) where required. The IRAS line: file the Estimated Chargeable Income (ECI) within 3 months after the financial year end (with exemptions), and submit the corporate tax return (Form C / C-S / C-S Lite) by 30 November each year. Companies must also maintain statutory registers on an ongoing basis (members, directors, registrable controllers, etc.). Because these deadlines interlace and each carries penalties for lateness, most companies have their corporate secretary schedule and execute them centrally.When do I need to notify ACRA about changes in company structure or management?You must file changes with ACRA via BizFile+ within the prescribed timelines: appointment or resignation of directors and secretary (14 days for appointment filings as required), change of registered address (14 days), changes to constitution (14 days), and share allotments (14–30 days).

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