A guide to annual return filing in Singapore

Having a Singapore-registered holding company is fast becoming an industry standard among Myanmar and other Southeast Asian startups. At EME for example, we invest from our Singapore holding company into startups’ Singapore registered holding companies because Singapore offers efficient processes for company incorporation, share transfer, as well as tax benefits.  

However, being registered under the Singapore Company Act comes with certain ongoing responsibilities, namely the filing of the Annual Return on a yearly basis after incorporation. The Annual Return is the electronic filing process to submit required information to Singapore’s Accounting and Corporate Regulatory Authority (ACRA). It includes:

• Filing of Annual General Meeting (AGM) of the Board of Directors and the resolutions
• ​​Updated Financial Statements

Annual General Meeting
​An AGM must be held once every calendar year. The deadline for an AGM is 15 months from the date of the last AGM. If the company is newly incorporated, it is allowed to hold an AGM within 18 months from the date of the incorporation.
Necessary topics for discussion at the Annual General Meeting include:

• The approval of Directors’ Statement
• Appointing the Auditor (if needed)
• Any other significant decisions made by the board

​Up-to-Date Financial Statements
At the AGM, financial statements not older than 6 months have to be handed to the Board of Directors. The Financial statement must consist of the following documents:

1. Report of Directors & Statement by Directors
2. Independent Auditors’ Report (if required)
3. Balance Sheet
4. Profit and Loss Statement
5. Statement of Changes in Equity
6. Statement of Cash Flows
   1. Corresponding Notes to Financial Statements

The company does not need to prepare an independent auditors’ report if it meets two of the following three criteria:

1. Annual sales of the company are less than USD 5,000,000
2. The company does not have more than 20 shareholders
3. The company does not have any corporate shareholder

The company needs to file the Annual Return within one month of holding the AGM. For Annual Filing, the company will usually need to file the financial statements in XBRL (Extensible Business Reporting Language) format, via Bizfile (ACRA's online business reporting system). 

Since the Myanmar subsidiary company is most likely to be owned 99% by the Singapore holding company (now it can be 100% because the new 2018 Myanmar Companies Law does not require foreign companies in Myanmar to have a local director), the financial reports must be consolidated i.e the Financial Reports of both the Singapore and Myanmar entities.

This annual filing process can seem like a daunting process for entrepreneurs. As part of EME's incubation services, we help our portfolio companies to meet the compliances of both Singapore and Myanmar Company Acts. Maintaining regulatory compliance and gtting the books right is a must-do for startups with ambitions to scale.