Annual Filing for Foreign Companies - ACRA
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- May 9
- 9 min read
Singapore Foreign Company Filing Guide
Annual Filing for Foreign Companies - ACRA
Let's delve into the details of the annual filing requirements for foreign companies registered as branches in Singapore. This explanation will cover each aspect comprehensively:
1. Who Needs to File?
Any foreign company that has established a branch in Singapore and is registered with the Accounting and Corporate Regulatory Authority (ACRA) is legally obligated to file annual returns. This requirement ensures transparency and provides stakeholders with essential information about the foreign entity's presence and operations within Singapore.
2. What Needs to be Filed?
The annual filing package comprises several key documents and information points:
a) Financial Statements of the Foreign Company's Head Office:
Requirement: Submission of the head office's financial statements is mandatory for all foreign branches operating in Singapore.
Audit Status: These statements are required regardless of whether they have been audited in the foreign company's country of origin.
Translation: If the original financial statements are not prepared in English, a certified English translation must be provided alongside the original language version. Both documents are to be submitted.
b) Financial Statements of the Singapore Branch:
Audit Requirement: Unlike the head office accounts, the financial statements specifically pertaining to the Singapore branch must be audited by a public accountant registered in Singapore. This audit provides an independent opinion on the fairness of the financial information presented.
Accounting Standards: These statements must be prepared in accordance with the prevailing Singapore Financial Reporting Standards (FRS). This ensures consistency and comparability with other entities operating within Singapore's jurisdiction.
Content: The Singapore branch's financial statements should accurately reflect:
Profit or Loss from Singapore Operations: A clear presentation of the revenues, expenses, and the resulting profit or loss generated solely from the branch's activities within Singapore during the financial period.
Assets Used in Singapore Operations: A detailed listing of all assets that are utilized by the Singapore branch in carrying out its business activities.
Liabilities Arising from Singapore Operations: A comprehensive record of all obligations and debts incurred by the Singapore branch as a result of its operations in Singapore.
c) Declaration:
A formal declaration, typically signed by a director or authorized officer of the foreign company, is required. This declaration serves to verify that the submitted financial statements (both head office and Singapore branch) are true and accurate copies of the originals.
d) Entity Information Review (via ACRA's Bizfile+ Portal):
Foreign companies must review and ensure the accuracy and currency of the following information that is already on file with ACRA through the Bizfile+ portal:
Entity Profile: This includes the official name of the foreign company, its registration number in Singapore, and other basic identification details.
Singapore Standard Industrial Classification (SSIC) Code: This code classifies the primary business activities of the Singapore branch. It's crucial to ensure this code accurately reflects the branch's operations.
Registered Office Address: The official physical address of the Singapore branch as registered with ACRA. Any changes to this address must be promptly updated.
Details of Key Personnel: This encompasses information about the key individuals involved in the management and oversight of the Singapore branch, such as:
Officers: Directors or equivalent positions responsible for the overall management.
Auditors: The registered public accountant(s) who audited the Singapore branch's financial statements.
Partners: If the foreign company operates as a partnership in its home country and has partners involved in the Singapore branch.
Managers: Individuals holding significant managerial roles within the Singapore branch.
Auditor of Foreign Company (Home Country): The name of the audit firm or individual responsible for auditing the financial statements of the foreign company's head office in its country of incorporation must also be provided.
3. How to File:
All annual filings for foreign companies in Singapore are conducted electronically through ACRA's online platform, Bizfile+. This system streamlines the submission process and enhances efficiency. Foreign companies will typically need a Corppass (Singapore Corporate Access) to access and utilize the Bizfile+ portal for these filings.
4. Deadlines for Filing:
Adhering to the stipulated deadlines is critical to avoid late lodgement penalties:
Based on Head Office AGM: If the foreign company's head office is required to hold an Annual General Meeting (AGM), the annual filing with ACRA is due within 60 days from the date of that AGM.
No Head Office AGM Requirement: If the head office is not legally obligated to hold an AGM, the annual filing must be submitted within 7 months from the end of the foreign company's financial year.
It's important to note that the earlier of these two deadlines will apply. Foreign companies need to be aware of their head office's AGM schedule and their own financial year-end to ensure timely filing in Singapore.
5. Financial Reporting Obligations in Detail:
The specific requirements for the head office and Singapore branch financial statements depend on various factors:
a) Head Office Accounts:
Listed Companies: If the foreign company is listed on a stock exchange, either in Singapore or overseas, it must submit the financial statements that have been prepared in accordance with the listing rules of the respective stock exchange.
Unlisted Companies: For foreign companies that are not listed on any stock exchange, the following rules apply:
Substantially Similar Accounting Standards: If the head office's financial statements are prepared using accounting standards that are deemed substantially similar to Singapore Accounting Standards (which include International Financial Reporting Standards - IFRS), these statements can be lodged with ACRA.
Home Country Accounting Standards: Financial statements prepared in accordance with the accounting standards of the foreign company's country of incorporation are also acceptable. In this case, the scope and extent of the audit (if any) should be in line with the legal requirements of that country.
Unaudited Summary Financial Statements (if neither of the above applies): If the head office's financial statements do not fall under either of the above categories, the foreign company must lodge unaudited summary financial statements. These must include, at a minimum:
A Statement of Financial Position (balance sheet).
A Statement of Comprehensive Income (income statement and other comprehensive income).
A summary of material accounting policies, including the basis of measurement used in preparing the statements, based on the accounting records maintained according to the laws of the foreign company's incorporation.
A statement signed by at least two directors who are registered with ACRA (or one director if only one is registered with ACRA). This statement attests to the accuracy and completeness of the summary financial statements.
Translation Requirement: As mentioned earlier, if the head office financial statements (in any of the above formats) are not in English, a full and certified English translation must be provided along with the original language version. Both versions need to be submitted.
b) Singapore Branch Accounts:
The Singapore branch is required to prepare its own set of financial statements that specifically reflect its operations within Singapore.
These statements must be audited by a Singapore-registered public accountant.
The statements must be prepared in compliance with Singapore Accounting Standards (FRS).
The key components of the Singapore branch's financial statements are:
An audited profit and loss account (or income statement) that provides a true and fair view of the profit or loss generated by the Singapore branch's activities during the reporting period.
An audited statement that clearly shows the assets that were utilized by the Singapore branch in its operations and the liabilities that arose as a result of these operations.
6. Waivers and Reliefs:
While the standard requirements are comprehensive, ACRA recognizes that in certain exceptional circumstances, strict compliance might be unduly burdensome or impractical:
Waiver from Filing Singapore Branch Accounts: In very limited and exceptional cases, ACRA may grant a waiver from the requirement to file the audited financial statements of the Singapore branch. This is typically considered only when the nature of the foreign company's Singapore operations makes it genuinely impractical to prepare such statements. To apply for a waiver:
A formal application must be submitted to ACRA at least one month before the annual filing deadline.
A non-refundable application fee of $200 is payable.
It's crucial to understand that there is no waiver available for filing the financial statements of the foreign company's head office.
Relief from Certain Requirements (Section 373(13) of the Companies Act): Foreign companies also have the option to apply to ACRA for relief from specific requirements related to the audit or the form and content of the financial statements (this can apply to both head office and Singapore branch accounts). This relief might be granted if strict adherence to the standard requirements is deemed unduly burdensome or inappropriate given the specific circumstances of the foreign company. Applying for relief involves:
A formal application outlining the specific relief sought and the reasons for the request.
A non-refundable application fee of $200.
The granting of relief is at ACRA's discretion and depends on the merits of the application.
7. Extension of Time:
In a specific scenario, ACRA may grant a one-off extension of up to two months for the annual filing deadline:
Eligibility: This extension is available if the foreign company is required to prepare its head office financial statements under the laws of its country of incorporation but is not mandated to present these statements at an Annual General Meeting (AGM).
Application: To apply for this extension:
The application must be made via Bizfile+.
The application must be submitted within 6 months and 30 days from the end of the foreign company's financial year and before the original annual filing deadline.
A non-refundable application fee of $200 is payable.
8. Late Filing Penalties:
Failure to submit the annual filings by the stipulated deadlines will result in the imposition of late lodgement penalties by ACRA. The amount of these penalties typically increases with the duration of the delay.
In Conclusion:
Navigating the annual filing requirements for foreign companies in Singapore necessitates a thorough understanding of the regulations set forth by ACRA. Ensuring the accurate preparation and timely submission of both the head office and Singapore branch financial statements, along with other required information, is paramount for maintaining compliance and avoiding penalties. Utilizing the Bizfile+ portal efficiently and seeking professional guidance when needed are key to a smooth and compliant filing process.
How Bestar can Help
Bestar plays a vital role in assisting foreign companies with their financial reporting obligations in Singapore. Our expertise and services can significantly streamline the process, ensure compliance, and potentially help navigate complex situations like applying for waivers or reliefs. Here's how we can help:
Expertise and Knowledge:
Deep Understanding of ACRA Regulations: We possess up-to-date knowledge of the Companies Act, ACRA's filing requirements, and the specific regulations applicable to foreign company branches.
Familiarity with Financial Reporting Standards: Bestar is well-versed in Singapore Financial Reporting Standards (FRS) and can ensure the Singapore branch's accounts are prepared accurately and in compliance.
Experience with Foreign Company Compliance: We have experience working with various foreign companies and understand the nuances and potential challenges involved in their reporting obligations.
Insights into Waivers and Reliefs: We can assess your company's situation to determine if it might qualify for a waiver from filing Singapore branch accounts or relief from other requirements under Section 373(13) of the Companies Act.
Direct Assistance with Filing:
Preparation of Singapore Branch Accounts: Bestar can assist in preparing the audited financial statements of the Singapore branch in accordance with FRS.
Review of Head Office Accounts: We can review the head office financial statements to ensure they meet ACRA's requirements, including translation if necessary.
Electronic Filing via Bizfile+: Bestar handles the electronic submission of the annual returns and financial statements through ACRA's Bizfile+ portal, ensuring all documents are correctly uploaded and submitted on time.
Ensuring Timely Filing: We can help track deadlines and ensure that all filings are submitted within the stipulated timeframes, avoiding late lodgment penalties.
Guidance and Advisory Services:
Determining Reporting Requirements: We can advise on the specific financial reporting requirements applicable to your foreign company based on its listing status and the accounting standards used by the head office.
Structuring Singapore Operations for Compliance: We can offer advice on structuring your Singapore branch operations in a way that facilitates easier compliance with reporting requirements.
Assisting with Waivers and Relief Applications: We can guide you through the process of applying for a waiver or relief, help prepare the necessary justification letters and supporting documentation, and liaise with ACRA if needed.
Handling ACRA Queries: If ACRA has any queries or requires further information regarding your filings, we can act as a point of contact and assist in responding effectively.
Keeping You Informed of Regulatory Changes: We can keep you updated on any changes in ACRA regulations or financial reporting standards that may affect your foreign company's obligations.
Benefits of Engaging Bestar:
Reduced Risk of Non-Compliance: Our expertise minimizes the risk of errors, omissions, and late filings, helping you avoid penalties and maintain a good standing with ACRA.
Time and Resource Savings: Outsourcing these tasks frees up your internal resources, allowing you to focus on your core business activities.
Peace of Mind: Knowing that your financial reporting obligations are being handled by Bestar can provide peace of mind and ensure accuracy.
Navigating Complexity: We can help navigate the complexities of Singapore's regulatory landscape, especially when dealing with specific situations like waivers or reliefs.
In conclusion, engaging Bestar is highly recommended for foreign companies operating in Singapore. Our expertise and services are invaluable in ensuring compliance with financial reporting obligations, streamlining the process, and providing guidance on complex regulatory matters. We act as trusted partners, helping foreign companies navigate the intricacies of Singapore's corporate regulations effectively.
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