Category: Annual General Meeting

What if Director not able to sign report

SCENARIO

Company A have 2 director but 1 of the director lose contact . How to apply report to be sign by 1 director ?

Companies Act Requirement

Company with 2 appointed director, report must be signed by BOTH director unless is single director company

So , how to comply ?

Application for relief from requirements relating to form and content of financial statements and directors’ statement [Section 202 of the Companies Act]

Company may apply report to be sign by single director with the specific reason and supporting documents ( to prove try to reach to director )

Click here for the application form

When to apply ?

Must apply BEFORE due date of Annual General Meeting (AGM) to avoid late filing penalty

Any Fees ?

Application fees of S$200 payable to ACRA ( non refundable )

Significance of a Company’s Financial Year End (FYE)

Financial statements provide a snapshot of company financial insight at the particular period and it prepared based on the financial year end .

Financial year end play important role in the following area :

  • Company Tax Exemption Planing
  • Company Decision Making
  • Company structure reporting level
  • Company statutory reporting compliance

FINANCIAL YEAR END IN COMPANY TAX EXEMPTION

All profit generated by Company is subject to company tax . (17%) .

In Singapore , all newly setup company is granted for tax exemption for the 1st 100k chargeable income for the period of first 3 consecutive years .

IMPORTANT : to enjoy the COMPANY TAX EXEMPTION for the first 3 consecutive years, company is advise to have 12 months accounting year end.

FINANCIAL YEAR END IN DECISION MAKING

Presentation of financial statement will help management to judge company financial insight .

It ease the management to decide :

  • budget control
  • control and manage operation cost within targeting period
  • planning for the company future

Company allowed change in financial year end subject to ACRA approval.

FINANCIAL YEAR END IN COMPANY STRUCTURE

It is important for a group companies to have same financial year end . So easy to consolidate the whole set of account for better reporting and control.

FINANCIAL YEAR END IN COMPLIANCE FILING DUE DATE

Reporting with ACRA

  • every company is required to hold AGM within 6 months from the financial year end date
  • every company is required to file annual return with in 7 months from the financial year end date

Reporting with IRAS

Company is required to file ECI within 3 months from the financial year end

Related Article : How to fixed Financial Year End

Filing Method for Dormant Company

WHAT IS DORMANT COMPANY ?

ACRA exempts Dormant companies from preparing financial statements and holding physical AGMs.

Company is consider Dormant if it had NO accounting transactions within a given accounting period excluding the following

  • Appoint a company secretary
  • Maintain a registered office, registers, and books
  • Pay fines, penalties, or fees to ACRA

FILING METHOD FOR DORMANT COMPANY ?

To reduce administrative burden in compliance, ACRA had initial SIMPLIFIED ANNUAL RETURN for Dormant company .

WHAT IS SIMPLIFIED ANNUAL RETURN ?

Simplified Annual Return is ACRA ‘s new implementation with the intention to ease the administration task.

ACRA will pre-fill most of the information in the AR form, company officer only need to click on button Confirm to proceed.

HOW TO FILE SIMPLIFIED ANNUAL RETURN ?

log into Bizfile +

OR

ACRA On the Go Mobile

AGM : Must i attach report to ACRA ?

The following is 2 basic guideline you need to refer in comply filing annual return with ACRA . So is important to ascertain where your company belong to :

  • Type of Company
  • Financial Status

What is the different between Insolvent and Solvent Company

  • Company is INSOLVENT refer to the company unable to meet its debts when they are due. And its balance sheet will shown net liabilities position . ( Liabilities More than Asset)

  • Company is SOLVENT refer to company is in net asset position ( Asset more than Liabilities ) And is only required to make online DECLARATION about their solvency

ACRA New Filing Deadline

TYPE OF DEADLINE

Section 197 :

Company required to file Annual Return with in 7 months after financial year end

Section 175 :

Company required to hold Annual General Meeting (AGM) within 6 months after financial year end

WHAT IS THE CHANGES ?

EACH section ( S197 and S175) will be granted another 60 days

WITH EFFECT FROM WHEN ?

  • with effect from AGM due date fall on 16 April 20201 till 31 July 2020 AND
  • with effect from Annual Return Filing due date fall on 1 May 2020 till 31 August 2020

WILL ACRA REFUND MY APPLICATION FEES FOR EXTENSION OF TIME?

NO, another 60 days will granted with effect from NEW extension due date

What If I Do Not Want to Conduct AGM ?

To minimise the operating cost, Pte Ltd company is allowed exempted from conducting of AGM.

To comply with the exempted of AGM, you need to :

  • conduct Physical Meeting to approve dispenses off AGM
  • All shareholder must agreed and approved ” Dispense off AGM”
  • Company must send their financial statement to member within 5 months after the financial year end

After the above, AGM can be done by passing resolution by written.

Enforcement Action for Breaches of Annual Return Filing

ACRA is taking serious enforcement  against company who fail to file their Annual return and conduct Annual General Meeting (AGM).

Other than  penalty or composition fine , company may face the following enforcement  :

 

COURT PROSECUTION

 

  • Attendance to Court after composition fine offered

ACRA will send notice to the company registered address and offer composition fine .

If there is no action taken, relevant director will required to attend the court .

  • Attendance to Court WITHOUT offer of composition fine

You may received notice to attend court without offered of composition fine .

If director fail to appear in court, Warrant of arrest will be issued by the court .

In court, the director can decide whether to plead guilty or claim trial to the charges. If the director is convicted by the court, he may be fined up to a maximum of $5,000 per charge.

 



 

DISQUALIFICATION OF DIRECTOR

ACRA may disqualified appointed director who :

  • convicted 3 or more brenches in filing within 5 years .
  • at least 3 companies struck off by ACRA within 5 years

Disqualified director will NOT allowed to be director for 5 years with effect from the date of conviction.

Please click here for “Disqualification FAQ”

 



 

COMPANY WILL BE CLOSE BY ACRA

ACRA is empower to close company which fail to lodge in Annual return and no action taken for consecutive years.

A notice will be publish , click here for more detail

Relevant company appointed director will be disqualify to hold any new directorship for 5 years with effect from the 3rd company being struck off .

 

 



 

SENTENCED WITH IMPRISONMENT

If the director is imprisoned, his disqualification will begin when he is convicted, and will continue for another five years or shorter as ordered if disqualified by the Courts after he is released from prison.

 

Related Article : Composition fine vs Late penalties charges

 

 

ACRA Composition Fine vs late Lodgement fees

If you are fail to comply with ACRA requirement such as late in lodgement changes or failure to hold AGM , Composition fine and late lodgement fees will be imposed.

So, what is the different between composition fine and late lodgement  fees ?

COMPOSITION FINE

  • is imposed on  Company or Company Director who committed a breach. ACRA will offer composition fine instead of facing prosecution.

LATE LODGEMENT FEES

  • is more related to breach in filing matters and it will only imposed at the time of lodgement

Let look at the following 2 major scenario :

  1. Failure in held AGM/ lodgement of Annual Return (AR)
  2. Any other transaction other than AGM / lodgement of Annual Return (AR)

 RE :Failure in held Annual General Meeting (AGM) / lodgement of Annual Return (AR)

Example :

Company A fail to hold AGM and late in lodgement of AR with ACRA  as following table :

Outcome : Breached in S175 and S197  will caused composition sum AND late lodgement fees of of S$300 Each to the Company.

Company B which is exempted from hold AGM but late in lodgement AR with ACRA :

Outcome : Company B only need to pay late lodgement fees of S$300

RE: Any other transaction other than AGM / late lodgment of Annual Return (AR)

All the change in Company’s particular must be update with ACRA within 14 days from the effective date .

Company C is late in change in registered address and the late lodgement fees will based on length of default days  as following table

What You Need to Declare in Annual Return with ACRA

WHAT NEED TO BE DECLARE DURING ANNUAL RETURN ?

  • confirmation of officer’s particular
  • confirmation of company shareholding
  • confirmation company principal activities
  • confirmation company charges
  • confirmation company registered address
  • confirmation nature of control (where register registrable controller kept )
  • AGM date
  • Solvency of Company : Solvent / Insolvent
  • Audit status : Audited report ? Unaudited report
  • any shares transfer occur within the financial year ?
  • Company Dormant / Active position

**With effect from 03 January 2016 DORMANT Company is exempted from preparation of report **

 

**Company with Insolvent position, is required to file XBRL filing with ACRA**

When to apply extension of time to Hold AGM and file Annual Return?

 

Public is given option to apply 60 days extension of time per section .

Remember : All the application must be done before the due date

Example :

Accounting year ended 31.12.2018

S175 : due date to apply for extension is 30.06.2019

S195 : due date to apply for extension is 31.07.2019

Total amount payable to ACRA is S$400 for BOTH section

Related article :

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