Mandatory compliance filings in Singapore

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This article explains the annual compliance and filing requirements for private limited companies in Singapore. In accordance with the Singapore Companies Act, every company in Singapore must file its financial reports to the relevant government bodies once a year. These annual reports are mandatory for all private limited companies and they are:
In this article, you will find more details on what are the mandatory reporst that needs to be file and to which government authority.
ACRA (Accounting and Corporate Regulatory Authority of Singapore) is a governing agency that oversees company regulations and compliance in Singapore. All companies are to be registered with ACRA if they are operating in Singapore and are obligated to file an Annual Return with ACRA within 30 days of holding a company meeting. The Annual Return is filed through BizFile, which can be accessed online by yourself or your filing agent who can be professional services or an accounting firm.
An annual return is a set of documents that contains up-to-date information on:
Certain companies do not have to attach their financial statements. These include:
Since 2014, the Singapore government has required companies to file their mandatory compliance filings in XBRL format.
Business Reporting Language (XBRL). XBRL is an XML-based format for exchanging financial information that businesses use. The format is free to use and open source.
Certain companies do not need to prepare their financial statements in XBRL. These include:
If a company does not hold an AGM, they must apply to file annual returns through BizFile.
ACRA may reject the application if it has been applied for more than one time in the previous five years. Companies that are approved will be notified of the decision within 14 days of applying.
Late lodgment fees can be as much as 100% higher than normal and are calculated based on how many days late you are submitting your return after its deadline date and is dependent on what type of company you are filing for (i.e., limited liability entity or incorporated company).
The Singapore Companies Act states that companies must hold annual general meetings of their shareholders unless the company has chosen not to do so by passing a resolution from its shareholder’s group. If a resolution is passed, all matters outlined in these resolutions can be settled through written documents rather than at an AGM.
An AGM is an annual meeting of the company’s shareholders. The purpose of this meeting, in relation to Singapore Law, is to give the company’s shareholders the right to participate in certain decisions concerning the company by approval from simple majority.
The financial statements that must be prepared are as follows:
To ease the burden of filing, Singapore exempts certain companies from having their financial statements audited; these include:
Such companies can prepare unaudited financial statements.
IRAS is an agency in Singapore responsible for collecting taxes. All Singapore companies are required to file two reports with IRAS each year. These include the income report which lists transactions and a balance sheet, and property assessment.
Companies’ estimated taxable income in Singapore is ECI. ECI stands for Estimated Chargeable Income, which is an estimation of the company’s taxable income for a particular financial year.
Companies need to file ECI within 3 months of the financial year-end. They receive an email reminder from IRAS before the year ends.
As of July 2017, the following companies are not required to file ECI:
To comply with mandatory filing requirements, companies must file the ECI form and an annual income tax return within a certain timeframe. These two deadlines for corporate income tax returns are November 30th for paper filing or December 15th for electronic filings; they correspond to the date following the previous financial year- April 1st in this case. For your company’s financial year that ended on March 31r, 2017, October 31st was required as well as November 30th or December 15th of 2018.
Singaporean companies are required to file using form C when they submit a tax return. The simplified version, Form C-S, is used when certain information requiring extra detail, such as the profit and loss statement want omitted from the filing. To use this form, though, a company has to meet all of the following criteria:
IRAS mandates annual compliance filings for companies that are not currently operating on an operational basis. Dormant companies may apply for a waiver to avoid paying corporate tax if they meet the following conditions:
If an unregistered company fails to file their income taxes, they will most likely agree to four different levels of penalties.
Phase 1: IRAS may issue an estimated Notice of Assessment (NOA). Once the Companies with taxable income in Singapore are required to file their tax returns once they receive a Notice of Assessment (NOA) from the IRAS at the beginning of each year.
It is also important to note that you have one month to pay your estimated taxes as well as any outstanding previous years’ unpaid tax liability before filing an Objection Address with the IRAS if you believe the government’s assessment was incorrect and request for a review should be made within 3 months after the date of receipt. Failing to submit these basic provisions will result in charges imposed by law on top of fines.
Phase 2: IRAS will issue an Outstanding Tax Return Notice and assess a composition fee of up to S$1,000. The company should file their income tax and composition fee. The decision to appeal the composition fee is optional, as most fees are upheld for companies who comply with requirements.
Phase 3: IRAS will issue a Notice of a Section 65B(3) of the Income Tax Act to the director and a composition fee of up to S$1,000. If the director wishes to avoid further penalties, they must immediately submit all requested documents and pay the composition fee within 21 days.
Phase 4: IRAS will issue to the director a Summons to appear in court. The director of a company will have to submit the documents requested by the court at least one week before the hearing date and pay all costs necessary in order to avoid going to trial.
If, for some reason, she is unable to provide those documents in time or if she can’t afford them, she will be fined S$1,000 and still has an obligation to report her company’s income when filing taxes.
Phase 5: Failure to file for more than 2 years. If a company does not file its Singapore income tax return after 2 years, it is subject to the following penalties:
IRAS normally will process the waiver within 2 months.
If a company fails to comply with ECI requirements, IRAS will send the company a Notice of Assessment (NOA) that provides an estimation of the company’s income.
When filing ECI to avoid penalties, a company is obliged to include the reasons why it believes its estimate of ECI differs from IRAS’.
Additionally, if there are discrepancies between the company’s estimated earnings and IRAS’ assessment when submitting an objection notice, the company will still have to submit taxes on their ECI within 1 month.
Filing annual returns in Singapore involves preparing financial statements, coordinating and holding annual general meetings and submitting the right filings in the permitted timeframe to both ACRA and IRAS.
Failure to meet any of the requirements can lead to serious consequences for a company. That is why most companies in Singapore choose to rely on an experienced corporate service provider who can offer expert guidance through each step of the annual filing process and ensure that the company is in compliance with Singapore regulations.
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