2018 Regulatory Timeline changes for Singapore Companies – Annual General Meeting and Annual Return Submission Due Dates
Key Legislative Amendments Taking Effect for Singapore Companies with FYEs ending on and after 31 August 2018
In March 2017, Parliament passed the Companies (Amendment) Bill 2017. Some of these amendments aim to reduce the regulatory burdens for Singapore companies, and these amendments will take effect from as soon as 31 August 2018. One of the key legislative amendments that you should take note of are:
Alignment of timelines for Annual General Meeting (“AGM”) and Annual Return (“AR”) Submission Due Dates to Financial Year End (FYE)
1 The requirements for Singapore Companies holding Annual General Meetings and filing annual returns have been simplified and deadlines are now tied to a company’s Financial Year End (FYE) as follows:
- Listed companies must hold an AGM within 4 months after FYE and file an AR within 5 months after FYE.
- Other companies must hold an AGM within 6 months after FYE and file an AR within 7 months after FYE.
2 The Annual Return can only be filed:
(i) after an AGM has been held;
(ii) after financial statements are sent if company need not hold AGM; or
(iii) after the FYE for a private dormant company that is exempted from preparing financial statements.
Safeguards against Singapore Companies arbitrary changing of financial year end
3 To prevent companies from arbitrarily changing their FYE, the following safeguards are in place:
(a) Companies must notify the Registrar of their FYE upon incorporation and of any subsequent change;
(b) Unless otherwise approved by the Registrar, the duration of a company’s financial year must not be more than 18 months in the year of incorporation; and
(c) Companies must apply to the Registrar for approval to change their FYE if:
– the change in FYE results in a financial year longer than 18 months; or
– the FYE was changed within the last 5 years.
What does a Singapore Company need to do if they have not decided on the Financial Year End yet?
4 Singapore Companies incorporated before 31 August 2018 will have their Financial Year End deemed by law to be the anniversary of the date previously notified to the Registrar as their FYE date. This notification has got to be via an annual return/change of FYE transaction. If there is no such notification made before 31 August 2018, the anniversary of the date of incorporation will be deemed by law to be the FYE for a Singapore Company.
What does a Singapore Company need to do if they would like to change their Financial Year End?
5 Singapore Companies intending to change their FYE for the current or previous financial years may thus wish to change their FYE before 31 August 2018 by lodging a “Change of Financial Year End” transaction via BizFile+. The transaction is free of charge.
Lee & Hew Public Accounting Corporation Corporate Secretarial Division specialises in helping Companies comply with all aspects of Singapore Company Law through regulatory compliance advisory, nominee directors and company secretarial services and more.
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