Have you received a reminder from your company secretary about filing your annual return? This guide will walk you through the necessary steps to ensure compliance during the annual return season. We’ve also provided a sample timeline for a company with a financial year end on 31 December.
What we’ll cover:
- Step 1: Prepare your financial statements
- Step 2: Conduct your Annual General Meeting (AGM)
- Step 3: Submit your AGM and financial statements to your company secretary
- What if my financial statements aren’t ready on time?
- What if my company is dormant?
The Companies Act was amended on 31 August 2018, granting automatic exemption from holding AGMs to private companies that send their financial statements to members within 5 months after the financial year end (FYE).
However, there are 3 safeguards to note:
- A member who wishes to request an AGM must notify the company at least 14 days before the last day of the 6th month after FYE.
- Directors must hold an AGM within 6 months after FYE if notified by any member.
- Private companies must hold a general meeting to present financial statements if any members or auditors request it within 14 days after the statements are sent.
If you need assistance with your company’s financial statements preparation, please contact our support team at RMS. Ideally, this should be completed within 5 months of your FYE.
Step 1: Prepare your financial statements
- When: After your financial year ends
- Example: Financial statements should be prepared between 31 December and 30 June
One of the most crucial steps for a smooth annual return process is promptly preparing your financial accounts after your financial year end. Many subsequent steps depend on having these accounts ready. Your AGM requires financial statements, and you must hold your AGM before filing your annual return.
In most cases, unaudited financial accounts are acceptable (refer to our guide on IRAS obligations to determine if your accounts require auditing).
Step 2: Conduct your Annual General Meeting (AGM)
- When: Not later than 6 months after the end of the financial year (the company can request a 2-month extension if needed)
- Example: Notice for AGM sent out on 1 June, AGM held on 15 June (deadline is June 30)
According to your company’s Constitution, you usually need to send a notice of AGM at least 14 days before the meeting, or longer if there are special resolutions or notice requirements. However, shorter notice may be given if agreed upon by the attending and voting members.
It is the responsibility of your company secretary or director to draft and send these meeting notices. Online delivery is common, but the company’s Constitution must specify the allowed mode of delivery.
Step 3: Submit your AGM and financial statements to your company secretary
- When: Within 6 months after your financial year end
- Example: Details of AGM and financial statements sent to corpsec on 21 June (before June 30 deadline)
Within 30 days of your AGM, you must provide your company secretary with details of the AGM and financial statements. Your company secretary will then file this information with ACRA through Bizfile.
We recommend submitting this information at least one week in advance of the filing deadline. The ACRA site can become overloaded with filing requests, leading to service interruptions, especially during peak filing periods.
What if my financial statements aren’t ready on time?
If your financial statements are not ready for presentation at the AGM and annual return, your company secretary can apply for an extension of time on your behalf. There are minor costs associated with filing an extension.
What if my company is dormant?
Even if your company is dormant, you must still hold your AGM and file your annual return. Dormant companies should prepare unaudited accounts following SFRS (Singapore accounting standards), conduct their AGM physically or through written means, and complete annual return filings with ACRA within the specified time, unless exempted under Section 201A of the Companies Act.
Failing to submit your annual return on time can result in penalty fees. Don’t delay. If you’d like to learn more about how we assist our clients in meeting their compliance obligations or if you’d like to see an example of an annual return, please contact us.