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Changes on statutory requirements for AGM and filing of AR

To provide greater clarity for companies and reduce the compliance burden, the timelines for holding Annual General Meetings (AGMs) and the filing of annual returns will be aligned with the company’s FYE.

Timeline for holding AGMs and filing of annual returns​

Holding of AGMs

Current

For Companies with FYE ending on or after 31 Aug 2018 

(a) Timeline 1: Hold first AGM within 18 months of incorporation, and subsequent AGMs yearly at intervals of not more than 15 months

(b) Timeline 2: Financial statements tabled at AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date.

For listed companies: Hold AGM within 4 months after FYE For any other company: Hold AGM within 6 months after FYE

Filing of Annual Returns

Current

For Companies with FYE ending on or after 31 Aug 2018 ​

For companies having a share capital and keeping a branch register outside Singapore
• File annual returns within 60 days after AGM

For other companies
• File annual returns within 30 days after AGM

For companies having a share capital and keeping a branch register outside Singapore:
• File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE

For other companies:
• File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE

Annual return can be filed only:
• after an AGM has been held;
• after financial statements is sent if company need not hold AGM; or
• after FYE for private dormant relevant company that is exempted from preparing financial statements.

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Changing of Company’s Financial Year End (FYE)

With effect from 31 August 2018,

1. companies must notify the Registrar of their FYE upon incorporation and of any subsequent change;

Company A is incorporated on 1 Jan 2019. The company must notify the Registrar of its FYE upon incorporation.

Company B was incorporated on 1 Jan 2018 and has not yet lodged any AR with ACRA.
After new law comes into effect, the company’s first FYE will be deemed by the new law to be 1 Jan 2019.

Company C’s FYE deemed by the new law is 31 Mar 2019 

On 31 Jan 2019, company A wants to change its FYE to 30 Apr 2019  
• Not required to seek Registrar’s approval

• FYE changed to 30 Apr 2019.  

2. companies must apply to the Registrar for approval to change their FYE:

  • if the change in FYE will result in a financial year longer than 18 months; or
  • if the FYE was changed within the last 5 years; and

3. unless approved by the Registrar, the duration of a company’s financial year must not be more than 18 months in the year of incorporation.

Continuing from previous example

On 31 Dec 2020, company C wants to change its FYE to 1 Feb 2021  

Company C must seek Registrar’s approval for the FYE change because this is the second change within the last 5 years of the last changed FYE (30 Apr 2019).  

Company D indicated in its AR filed in 2019 that its previous FY ended on 31 Mar 2019. Its next FYE should be 31 Mar 2020. 

On 31 Jan 2020, company Dwants to change its FYE to 31 Dec 2020. 

Company D must seek Registrar’s approval for the FYE change because this will result in a financial year which is longer than 18 months (from 1 Apr 2019 to 31 Dec 2020). 

4. only FYE of the current and immediate previous financial year may be changed (provided that statutory deadlines for the holding of AGM, filing of annual return and sending of financial statements have not passed).

Company E’s FYE notified in AR last filed with ACRA is 31 Mar 2021. Its next FYE should be 31 Mar 2022. 

On 10 Nov 2025, company E wants to change its FYE for 2022 from 31 Mar 2022 to 31 Dec 2022.  

Company E is not allowed to do so, because it can only change its previous or current financial year.

Company F indicated in its AR filed in 2019 that its previous FY ended on 31 Mar 2019. Its next FYE should be 31 Mar 2020.

On 1 Dec 2020, company F wants to change its FYE from 31 Mar 2019 to 31 Dec 2020.

Company F is not allowed to do so, because the deadline for the holding of AGM, filing of AR or sending of financial statements for the current financial year have passed. 

A company’s financial periods starting on or after 31 Aug 2018 by default will be taken to be a period 12 months for each financial period.

Important information for newly Incorporated companies that have yet to file Annual Returns

Companies incorporated before 31 August 2018 will have their FYE deemed by law to be the anniversary of the date previously notified to the Registrar as their FYE date.

Company G has indicated in its AR previously filed with ACRA that its FYE is 31 Mar 2018.
After new law comes into effect, the company G’s next FYE will be deemed by the new law to be 31 Mar 2019.

In the absence of such notification before 31 August 2018, the anniversary of the date of incorporation will be deemed by law to be their FYE.

Company H was incorporated on 1 Jan 2018 and has not yet lodged any AR with ACRA.
After new law comes into effect, the company H’s first FYE will be deemed by the new law to be 1 Jan 2019.

Companies can change their FYE by notifying ACRA before or after 31 August 2018 .

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Disqualification of directors

Amendment to disqualification of directors

The Companies (Amendment) Bill 2014 was passed by Parliament in October 2014.
One of the amendment is pertains to the disqualification of directors.

Reasons for disqualification

Reasons which will disqualify a individual from being a director includes the following:

  • Section 148 of the Companies Act: Bankruptcy
  • Section 149 and Section 154(2) of the Companies Act: By an Order of the Court
  • Section 149A of the Companies Act: Company being wound up for reasons of national security or interest
  • Section 154(1) of the Companies Act: Convicted of an offence involving fraud or dishonesty that is punishable with an imprisonment term for 3 months or more
  • Section 155 of the Companies Act:
    • Has been convicted for 3 or more filing related offences under the Companies Act within a period of 5 years or
    • Has 3 or more High Court Orders made against him compelling compliance with the relevant requirements of the Act, within a period of 5 years
    • Has 3 or more of his companies struck off the register by ACRA under section 344 within a period of 5 years. The 5 year period will commence from after the date on which the third company is struck off.

Disqualification period

The disqualification period depends on whether the director has been sentenced to imprisonment.

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.

Sentenced without imprisonment

If the director was not sentenced to imprisonment, he will be disqualified for 5 years or shorter as ordered if disqualified by the court, from the date of his conviction.

What happens after disqualification

The individual will be listed on the Accounting and Corporate Regulatory Authority’s (Acra’s) public register. A disqualified individual will not be allowed to be a director or take part in the management of any local or foreign company. He may continue to incorporate a new company or be appointed as a director of his previous company after the end of his disqualification period.

An news article about an director being disqualified under Section 155 of the Companies Act:
https://www.straitstimes.com/singapore/acra-to-name-disqualified-directors-in-public-register

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Government Grants – SME Talent Programme (STP)

The SME Talent Programme (STP) offers up to 70% funding support to help you defray the cost of the monthly stipend when you engage students through internships.

Funding
SMEs are eligible for up to 70% funding support to defray the cost of the internship stipend. Here is the minimum amount you should pay interns:

At least S$800 a month for ITE and polytechnic students
At least S$1,000 a month for university students.

Eligibility
SMEs should meet the following criteria:

  • At least 30% local shareholding
  • Group annual turnover of up to S$100 million OR group employment size of up to 200 workers
  • Offer potential career opportunities with a clear job description and career progression path
  • Possess sound Human Resource processes
  • Willing to participate in Enterprise Singapore’s Human Resource Maturity Diagnostics (HRMD) to facilitate future capability upgrading

Apply

Apply Approach the following Approved-in-Principle (AIP) partners to apply for this programme. The STP AIP partners will assess and qualify SMEs, and will play an active role in matching suitable student interns to the participating SMEs. The STP AIP Partners may be contacted for more information about the programme, eligibility and application process.

STP AIP Partner

Email address

Action Community for Entrepreneurship

stp@ace.org.sg

Association for Small and Medium Enterprises

smetalent@asme.org.sg

Restaurant Association of Singapore

adelyn.choo@ras.org.sg

Singapore Food Manufacturers’ Association

maxhu@sfma.org.sg

Singapore Manufacturing Federation

enquiry.stp@smfederation.org.sg

Singapore Retailers Association

sean@sra.org.sg

SGTech

sheemin@sgtech.org.sg

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Government Grants – Changes to Work-Life Grant (effective from 1 July 2018)

What is WorkPro?
Launched in Mar 2013, WorkPro encourages employers to implement progressive employment practices to benefit Singaporeans through job redesign, age management practices and flexible work arrangements.

Employers can receive the following funding support under the enhanced WorkPro:

  • Age Management Grant
  • Job Redesign Grant
  • Work-Life Grant (effective from 1 July 2018)

NTUC’s Employment and Employability Institute (e2i) and Singapore National Employers Federation (SNEF) are the official Programme Partners appointed to market and administer WorkPro.

Who can register for WorkPro?
Any company registered or incorporated in Singapore including societies and non-profit organisations such as charities and voluntary welfare organisations.

What are the changes?

  • Requiring each company to have just one employee, instead of 20 per cent of all employees, to be on flexible work arrangements to qualify for grant.
  • Funding employers $2,000 per employee over two years, up to 35 employees.
  • To make job sharing a more attractive option, the enhanced Work-Life Grant will provide a higher incentive of $3,500 per employee, instead of the current $2,000.
How to apply?

For more information on WorkPro, employers may contact the Programme Partners. Their contact details are:

SNEF
Website: www.snef.org.sg
Email: workpro@snef.sg

NTUC’s e2i (Employment and Employability Institute)
Website: www.e2i.com.sg
Email: followup@e2i.com.sg

Click here for
Factsheet

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FRS 115 – Specific Area: Franchise

Under a franchise, an entity promises to grant a license to use its intellectual property to a customer.

In addition to a promise to grant a licence to a customer, an entity may also promise to transfer other goods or services to the customer

If the promise to grant a licence is not distinct from other promised goods or services in the contract in accordance, an entity shall account for the promise to grant a licence and those other promised goods or services together as a single performance obligation.

If the promise to grant the licence is distinct from the other promised goods or services in the contract and, therefore, the promise to grant the licence is a separate performance obligation, an entity shall determine whether the licence transfers to a customer either at a point in time or over time. Continue reading “FRS 115 – Specific Area: Franchise”

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FRS 115 – Specific area: Consignment Arrangements

Previously under FRS 18 illustrative example, when the buyer is acting, in substance, as an agent, the sale is treated as a consignment sale.

Under FRS 115, this determination is based on whether control of the inventory has passed to the consignee upon delivery.

Indicators that an arrangement is a consignment arrangement include, but are not limited to, the following:

(a) the product is controlled by the entity until a specified event occurs, such as the sale of the product to a customer of the dealer or until a specified period expires;

(b) the entity is able to require the return of the product or transfer the product to a third party (such as another dealer); and

(c) the dealer does not have an unconditional obligation to pay for the product (although it might be required to pay a deposit). Continue reading “FRS 115 – Specific area: Consignment Arrangements”

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FRS 115 – Specific Area: Price Concessions

A company may give discount to a customer whether explicitly stated in the contract or implicitly where the customer a valid expectation arising from past business practices.

Depending on the jurisdiction, industry or customer this offer may be referred to as a discount, rebate, refund or credit.

FRS 115 deems this to be an variable consideration and the company shall estimate an amount of variable consideration by using either of the following methods, depending on which method the entity expects to better predict the amount of consideration to which it will be entitled:

(a) The expected value—the expected value is the sum of probability-weighted amounts in a range of possible consideration amounts. An expected value may be an appropriate estimate of the amount of variable consideration if an entity has a large number of contracts with similar characteristics.

(b) The most likely amount—the most likely amount is the single most likely amount in a range of possible consideration amounts (ie the single most likely outcome of the contract). The most likely amount may be an appropriate estimate of the amount of variable consideration if the contract has only two possible outcomes (for example, an entity either achieves a performance bonus or does not. Continue reading “FRS 115 – Specific Area: Price Concessions”

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FRS 115 – Specific Area: Sales With Rights To Returns And Refund liabilities

An entity shall recognise a refund liability if the entity receives consideration from a customer and expects to refund some or all of that consideration to the customer. A refund liability is measured at the amount of consideration received (or receivable) for which the entity does not expect to be entitled (ie amounts not included in the transaction price). The refund liability (and corresponding change in the transaction price and, therefore, the contract liability) shall be updated at the end of each reporting period for changes in circumstances. Continue reading “FRS 115 – Specific Area: Sales With Rights To Returns And Refund liabilities”