Short answer: A non-listed Singapore company must file its annual return with ACRA on Bizfile within 7 months after its financial year end, under section 197 of the Companies Act 1967. Since 20 October 2026 the filer must also confirm that the officer and member particulars held by ACRA are accurate and state whether anyone performs the CEO role.
The annual return Singapore companies file with ACRA changed on 20 October 2026, when the second phase of the Corporate and Accounting Laws (Amendment) Act 2025 came into force. The deadline, S$60 fee and late penalties are unchanged, but the filer now confirms that ACRA’s officer and member particulars are accurate and answers a CEO question. Below: the section 197 deadline, the annual general meeting (AGM), the Bizfile steps, fees, penalties and extensions.
Key facts at a glance
- Deadline: within 7 months after financial year end (FYE) for non-listed companies and 5 months for listed companies (Companies Act 1967, section 197(1)). Companies with a share capital that keep a branch register outside Singapore get 8 and 6 months respectively (section 197(1A)).
- From 20 October 2026, the filer confirms that the latest particulars of directors, CEOs, secretaries, auditors and relevant members held by ACRA are accurate, and answers a new CEO question.
- ACRA filing fee: S$60. Records update immediately on successful submission.
- Late lodgment penalty: S$300 if filed up to three months late, S$600 if more than three months late.
- Extension of time: up to 60 days per application, S$200 each, non-refundable, and it must be applied for before the deadline.
- AGM deadline: within 6 months after FYE for non-listed companies and 4 months for listed companies.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
What is the annual return, and which companies must file it?
The annual return is a yearly online form filed with ACRA (the Accounting and Corporate Regulatory Authority) by every “live” company, including dormant ones. It covers the company’s name, registration number, type, business activities and registered office address, its directors, secretary and members, and share information and financial statements where required. See also our annual return timeline from FYE to filing.
What changed in the annual return on 20 October 2026?
The filer must now confirm that ACRA’s particulars are accurate and answer a CEO question. ACRA announced these changes on 6 October 2026 as part of the second phase of the Corporate and Accounting Laws (Amendment) Act 2025.
- Particulars confirmation. Covers directors, chief executive officers, secretaries, auditors and relevant members: names, identification details, nationality, contact address, appointment dates, registered office address and shareholding details, where applicable.
- CEO question. The form asks whether any individual performs the role of a CEO in the company. If yes, the CEO must be appointed and shown as a position holder.
- Companies limited by guarantee. The filer confirms that the total number of members last provided to ACRA through Bizfile is accurate.
- Registered office. Minimum public opening hours are removed. Anyone inspecting records must give reasonable notice, and the company must then make them available for at least two hours on each relevant business day. A change of registered office address must still be filed within 14 days.
- ACRA-initiated striking off. For striking-off letters dated on or after 20 October 2026, the company has 15 days to object, down from 30 days.
ACRA advises companies and authorised filers to review their records in Bizfile and update any particulars before submitting. Our officer-particulars check for annual returns filed from 20 October 2026 sets out a review method.
Annual return Singapore deadlines: when is it due under section 197?
A non-listed company must lodge its annual return within 7 months after the end of its financial year, after its AGM. A listed company has 5 months.
| Company type | Annual return deadline | Source |
|---|---|---|
| Non-listed company | Within 7 months after FYE | Section 197(1)(b) |
| Listed company | Within 5 months after FYE | Section 197(1)(a) |
| Non-listed company with a share capital and a branch register outside Singapore | Within 8 months after FYE | Section 197(1A)(b) |
| Listed company with a share capital and a branch register outside Singapore | Within 6 months after FYE | Section 197(1A)(a) |
Example: a private company with an FYE of 31 December 2025 had to file by 31 July 2026. Failing to comply with section 197 is an offence by the company and every officer in default, with a fine of up to S$10,000 plus a default penalty on conviction (section 197(6)).
How does the annual return fit with the AGM?
The annual return is filed after the AGM, so the AGM deadline comes first. A non-listed company must hold its AGM within 6 months after FYE (4 months if listed), and the annual return form asks you to declare your AGM details in every case.
A private company does not need to hold an AGM in three situations, which section 175A of the Companies Act covers:
- it sends its financial statements to all members within 5 months after FYE;
- it is dormant, not listed or a subsidiary of a listed company, and has total assets of S$500,000 or less (consolidated if it is an ultimate parent); or
- all members have passed a resolution to dispense with AGMs.
A member may still request an AGM up to 14 days before the six-month deadline. If a private company has to hold an AGM after it has already lodged the annual return for that year, it must lodge a notice of the AGM date with ACRA within 14 days after the meeting (section 197(4)).
On the form, enter the AGM date, or the date financial statements were sent to members if exempt. See also when a Singapore private company can skip the AGM.
What should you check and prepare before you file?
Check that every company detail on Bizfile is correct, and fix anything wrong through the proper eService before you open the annual return. Under the new confirmation step, this check now matters more than before.
| Item | What to check or prepare |
|---|---|
| Company details | Company type, registered office address, primary and secondary business activities |
| Officers | Directors, secretary, auditors and any CEO: names, ID details, nationality, contact address, appointment dates |
| Shareholders and shares | Number of shares held, issued share capital and paid-up share capital |
| Charges | Details of any registered charges or loans |
| Registers | Register of Registrable Controllers, and Registers of Nominee Directors and Nominee Shareholders, where required |
| Financial statements | XBRL file, or a PDF copy where full XBRL is not filed (filename with letters and numbers only) |
| Directors’ statement | Signed by the sole director, or by at least two directors if there is more than one |
| AGM details | AGM date, date financial statements were sent to members, or the dispensation |
Solvent exempt private companies and dormant relevant companies do not upload a PDF copy of financial statements; other companies do, unless they file a full XBRL set. To check audit exemption or XBRL scope, try our free compliance tools as a first check.
How do you file the annual return with ACRA on Bizfile?
Company officers, such as a director or the company secretary, or a corporate service provider acting for the company, file the annual return through the “File annual returns” eService on Bizfile, following ACRA’s steps to file an annual return. Most fields are pre-filled from the previous filing.
- Log in to Bizfile as a Business User through Corppass using Singpass, and open the “File annual returns” eService.
- Check the entity information. If anything is out of date, stop and use the “Update entity information” eService under the “Manage” tab first.
- Answer the CEO question. Indicate “Yes” if any individual performs the role of a CEO, and make sure that person is appointed and shown as a position holder.
- Select the company type and the company’s status for the financial period, then complete the declarations for that type, such as solvency, audit exemption and dormancy.
- Select the AGM option and enter the AGM date, or the date the financial statements were sent to members if the company was exempt.
- Select the XBRL documents you uploaded through the BizFinx preparation tool, and attach the PDF financial statements where required.
- Review all information, tick the declaration, which now includes confirming that the particulars are accurate, and proceed to payment of S$60.
- Download the free electronic Business Profile from the link sent to your Bizfile inbox within 60 days, and keep it with the company’s records.
If the company has not filed for more than one financial year, ACRA requires all overdue returns to be filed first.
What does it cost, and what happens if you file late?
The ACRA fee is S$60. Late filing attracts an automatic penalty, and prolonged default can lead to prosecution, striking off and disqualification.
| Consequence | Detail (from ACRA’s penalties page) |
|---|---|
| Late lodgment penalty | S$300 if filed up to three months after the deadline; S$600 if more than three months after (for due dates on or after 14 January 2022) |
| Composition sum | Offered instead of prosecution; ACRA’s example shows at least S$500 for a late AGM and at least S$500 for a late annual return |
| Court prosecution | Fine of up to S$10,000 per charge on conviction, plus a possible default penalty |
| Striking off by ACRA | Under section 344(1) where ACRA believes the company is not carrying on business; 15 days to object for letters dated on or after 20 October 2026 |
| Director disqualification | Five years after three or more filing-offence convictions within five years; three years (first time) where three or more of a director’s companies are struck off by ACRA within five years |
Where a summons is issued, a director or an authorised representative must attend court. Court proceedings are conducted by a Singapore Advocate and Solicitor, not by a corporate service provider, so speak to a lawyer if the company or a director is facing prosecution. For a fuller account of the costs, read what filing your annual return late actually costs.
Can you get an extension of time to file the annual return?
Yes. Section 197(1B) allows the Registrar to extend the deadline on the company’s application if there are special reasons. ACRA grants up to 60 days per application for a fee of S$200.
- Apply before the deadline. Applications cannot be submitted online once the deadline has passed, and ACRA advises applying at least 14 working days before it.
- Use the “Apply for extension of time” eService under “Manage” on Bizfile. The same application can cover the AGM (section 175), the annual return (section 197), or both.
- Attach supporting documents, such as a director’s letter explaining the delay or an auditor’s letter.
- The S$200 fee is non-refundable. Processing takes up to 14 working days.
- A further extension is unlikely to be granted without strong supporting reasons.
Our step-by-step guide to the extension of time to file an annual return covers the application in detail.
Who can file for you, and what does it cost with Raffles Corporate Services?
Any company officer can file, or a corporate service provider can handle the AGM paperwork and annual return together. Raffles Corporate Services’ Annual Corporate Package for private companies is S$600 a year, according to our packages page.
It includes the registers and minute books, AGM notice and resolutions, the annual return filing (S$60 ACRA fee included), due-date reminders and a named company secretary. For more on the secretary’s role, see our sister site Singapore Secretary Services.
Frequently asked questions
Does a dormant company still have to file an annual return?
Yes. Every live company files, including dormant companies and those with an IRAS tax-filing waiver. A dormant relevant company may be exempt from preparing financial statements but still files the return.
What if ACRA’s record of a director’s details is wrong when I come to file?
Correct it first through the “Update entity information” eService. The filer now confirms that ACRA’s particulars are accurate, so do not submit while a known error remains.
Our company has no one called “CEO”. How do we answer the CEO question?
Answer by what people actually do, not job titles. The form asks whether any individual performs the role of a CEO; its help icon explains the definition. If yes, that person must be appointed and shown as a position holder.
Can I apply for an extension of time after the deadline has passed?
No. ACRA does not accept extension applications on Bizfile once the deadline has passed. File as soon as possible; the late lodgment penalty applies automatically. For questions about a late case, ACRA gives the email address [email protected].
Need help with this?
Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
Email: [email protected]
Call, SMS or WhatsApp: +65 8501 7133
Last reviewed: 29 October 2026. The Editorial Team, Raffles Corporate Services.