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Annual Return

Making Representation to ACRA

Logo of Accounting and Corporate Regulatory Authority (ACRA)

Accounting and Corporate Regulatory Authority (ACRA)

As  many of you are aware of, Singapore incorporated companies are subject to staying compliant with Accounting and Corporate Regulatory Authority (“ACRA”). If you are unable to hold your Annual General Meeting or lodge Annual Return on time, penalties will be imposed in accordance to the Companies Act.

For one reason or another, if you miss the filing deadline for Annual Return, you have to submit the Annual Return and pay annual return filing fee and the penalties imposed according to the Companies Act. Many of you wonder, in such situations, how to make appeal to ACRA to waive late filing penalties or composite fines. If you are interested in writing to ACRA for the waiver of fines or penalites, here is a brief guide on how you can do so.

AGM and AR beaches
A person who wishes to make representations to ACRA to review the summons issued against him (for example, to reduce the number of charges) or to reduce the composition sum or late filing penalty (for late filing of AR) would have to download a “Representation Form” from this link and provide the basis for his representations. Supporting documents (if any) must be attached. The completed Representation Form must be sent to ACRA (Attention: Compliance Department) by:

  • Fax to ACRA at: 6225 1676
  • Email to ACRA at: acra_cd@acra.gov.sg
  • Posting or delivering to ACRA at: 10 Anson Road, #05-01, International Plaza, Singapore 079903

Other breaches
A person who wishes to make representations to ACRA to review the summons issued against him (for offences other than those cited in paragraph 42) or to reduce the composition sum would also have to download a “Representation Form” from this link and provide the basis for his representations. Supporting documents (if any) must be attached. The completed Representation Form must be sent to ACRA (Attention: Investigation Department) by:

  • Fax to ACRA at: 6225 1676
  • Email to ACRA at: acra_id@acra.gov.sg
  • Posting or delivering to ACRA at: 10 Anson Road, #05-01, International Plaza, Singapore 079903

ACRA will require time to consider each representation and we may take up to 8 weeks to do so. At times, ACRA may request for additional information or supporting documents to support a claim made in the representation.

Please note that representations are rarely acceded to after consideration.

For further information, please refer to ACRA website here.

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Dormant Company Guide

What, How, Why, When, Who, Where?

What, How, Why, When, Who, Where?

This article is designed to be an easy-to-understand guide on compliance and regulatory matters surrounding Dormant Companies incorporated in Singapore.

In this context, let us first define what dormant company is under the definition given by Accounting and Corporate Regulatory Authority (ACRA). A company is considered dormant during a period in which no accounting transaction occurs.

Transactions that will not affect the dormant status of the company:

  • The appointment of a secretary of a company;
  • The appointment of an auditor;
  • The maintenance of a registered office;
  • The keeping of registers and books;
  • The payment of fees to the Registrar or an amount of any fine or default penalty paid to the Registrar (ACRA)
  • The taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his in the memorandum.

Are Dormant Companies required to file Annual Return?
Dormant companies are required to file Annual Return. However, they no longer need to attach the Statement by dormant companies exempting them from audit requirements (currently in PDF format). The appropriate online declarations will appear in the new Annual Return if the correct company type has been selected earlier.

Audit Exemption for Dormant Companies
The audit exemption applies to the financial accounts of a dormant company for any financial year beginning on or after 15 May 2003.

Audit exemption
Companies that are exempted from audit requirements are not required to have their accounts audited. Instead, they will prepare unaudited accounts for purposes of AGMs and filing with ACRA. If the company chooses to have the accounts audited, it will submit the audited accounts together with the auditor’s report.

Can ACRA require the accounts to be audited?
The Registrar may require the company to submit audited accounts and the auditor’s report, to the Authority, if

  • the Registrar believes that there has been a breach of the Companies Act; or
  • it is otherwise, in public interest, to do so.

Are Dormant Companies required to prepare financial statement?
The Companies (Amendment) Bill, which was passed by Parliament on 8 October 2014, contains amendments to the Company Act aimed at reducing regulatory burden on companies, providing for greater business flexibility and improving the corporate governance landscape in Singapore. The legislative change relating to new exemption of dormant companies from the preparation of financial statement take effect in the first quarter of 2016.

A dormant non-listed company (other than a subsidiary of a listed company) is exempt from requirement to prepare financial statements if the Company has been dormant from the time of formation or since the end of the previous, and it fulfills the substantial assets test. The substantial assets test is that the total assets of the company at any time within the financial year must not exceed $500,000. For a parent company, the consolidated total assets of group at any time within the financial year must not exceed $500,000.

Dormant listed companies and their subsidiaries, and dormant unlisted companies which do not fulfill the substantial asset test must prepare financial statements but are exempt from audit. There is no change for dormant listed companies and their subsidiaries. This new exemption aims to reduce regulatory costs for dormant companies which have lower public impact.

Is a Dormant Company required to file any documents to IRAS?
A dormant company must submit its Income Tax Return (Form C/Form C-S) unless it has been granted a waiver from IRAS. The company may apply for a waiver from IRAS by submitting the form ‘Application for a Waiver to Submit Income Tax Return (Form C) by a Dormant Company’.

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Annual General Meeting

Annual General Meeting

Annual General Meeting

When do I need to hold my company’s AGM?

  • A company is required to hold its first AGM within 18 months after its incorporation.
  • Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
  • Private companies are allowed to dispense with AGMs if at a general meeting of the company a resolution to that effect is passed by all members with voting rights.

What happens if I am late for my AGM or Annual Returns?

Every company is required under the Companies Act to hold its Annual General Meeting (AGM) once in every calendar year and not more than 15 months (18 months for a new company) after the last preceding AGM (section 175). At the AGM, the directors must lay before the shareholders a profit and loss account that is not more than 6 months old at the date of the meeting (section 201). For a public listed company the profit and loss accounts must not be more than 4 months at the date of the meeting. The company is required to file its Annual Return (AR) within 1 month from the date of the AGM (section 197). Failure to comply with any of the 3 separate legal requirements under the law amounts to an offence and an appropriate penalty will be imposed.

Penalties for late lodgement of Annual Return for Local Company/Annual Filing for Foreign Company

Length of Default (Days) Late Lodgement Fee
Not more than 30 days $60
Between 31 days to 60 days (Both days inclusive) $120
Between 61 days to 90 days (Both days inclusive) $170
Between 91 days to 180 days (Both days inclusive) $220
Between 181 days to 365 days (Both days inclusive) $250
Between 366 days to 730 days (Both days inclusive) $350
Between 731 days to 1095 days (Both days inclusive) $350
More than 1096 days $350


Can I ask for an extension to hold AGM?

If your company is unable to keep to the timeline under section 201, you should make an application for an Extension of Time before the expiry of the timeline (or due date). Since the law requires that a company must hold its AGM on time, ACRA will generally not grant more than 60 days of extension. The extension can be applied by company officer (i.e. director of company secretary), or professional firm on behalf of the company.

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