If you’re new to doing business in Singapore, one of the most advanced economies in Southeast Asia1, or are planning to start doing business there, it’s important to understand and meet the Singapore annual compliance requirements for companies. Failure to do so can result in costly fines and possible enforcement actions against directors of non-compliant companies.
Here’s a brief guide to the annual compliance requirements for Singapore companies mandated by the Accounting and Corporate Regulatory Authority (‘ACRA’) and the Inland Revenue Authority of Singapore (‘IRAS’).
Filing Requirements with ACRA
According to the Companies’ Act, all companies incorporated in Singapore are required to hold their annual general meeting (‘AGM’) and file their annual returns with ACRA within the timeframes outlined below:
|AGM Deadline||Annual Return Deadline|
|Listed Companies||Within 4 months from financial year end||Within 5 months from financial year end|
|Non-Listed Companies||Within 6 months from financial year end||Within 7 months from financial year end|
The late filing of an annual return can result in a penalty of SGD300 imposed by ACRA. In some cases, when a company does not meet the deadline to hold their AGM and file their annual return, ACRA may impose a minimum fine of SGD500 for each in lieu of prosecution. It is at ACRA’s discretion to perform enforcement actions such as court prosecution (e.g. director be fined up to SGD5,000 per charge), disqualification of directors and striking off2 of companies.
Watch our short video, "The Decision Tree: Going GLOBAL Doesn't Have to Be Complicated" to learn more about our International Corporate Services.
Filing Requirements with IRAS
As part of annual tax reporting requirements, all companies incorporated in Singapore are required to file the following forms with the IRAS:
|Form||Tax filing deadline|
|Estimated Chargeable Income (ECI)||Within 3 months from the company’s financial year end unless the company meets the requirements to qualify for a waiver|
|Income Tax Return (Form C-S/C)||November 30 of each year|
If a company doesn’t meet the filing deadline or does not file income tax returns at all, IRAS may:
- Issue an estimated Notice of Assessment (NOA) and require the company to pay the estimated tax within one month.
- Offer to compound the offense3 with a composition amount not exceeding SGD1,000.
- Issue a Section 65B(3) notice to the director to submit the required information in the Form C-S/ Form C to IRAS. A company director convicted for failure to comply could face a fine of up to SGD10,000 or imprisonment of up to 12 months – or both.
- Summon the company or person responsible for running of the company (including the directors) to Court.
While the annual compliance requirements of a Singapore Company are not as cumbersome as other jurisdictions, the consequences for noncompliance, as outlined above, can be substantial. By engaging the services of a professional corporate service provider, a company can easily stay ahead of these deadlines, meet the Singapore annual compliance requirements on time and, most importantly, avoid the hefty penalties and enforcement actions against the company and directors.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal or tax advice.