Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
197. Annual return by companies
Last amended by an amending law of 2025. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting —
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
in the case of a listed company — within 5 months after the end of its financial year; and
in any other case — within 7 months after the end of its financial year.
A company having a share capital and keeping a branch register in any place outside Singapore must lodge a return with the Registrar after its annual general meeting —
company having a share capital
“company having a share capital” includes an unlimited company with a share capital;
in the case of a listed company — within 6 months after the end of its financial year; and
in any other case — within 8 months after the end of its financial year.
The Registrar may, if the Registrar thinks there are special reasons to do so, extend any period within which a company must lodge a return under subsection (1) or (1A) —
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
upon an application by the company; or
in respect of any prescribed class of companies.
The return mentioned in subsections (1) and (1A) —
must be in such form;
must contain such particulars and information; and
must be accompanied by such documents,as may be prescribed.
The particulars to be contained in, and the documents that are to accompany, the return mentioned in subsection (1) may differ according to the class or description of company prescribed.
If a private company is required under section 175A(4) to hold an annual general meeting for a financial year after it has lodged its annual return for that financial year, the company must lodge a notice of the date on which the annual general meeting was held with the Registrar within 14 days after that date.
private company
“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
[Deleted by Act 15 of 2017]
If a company fails to comply with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.
officer
“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
Terms defined in s 4
annual general meeting
Defined · s 4“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;
annual return
Defined · s 4“annual return” means the return required to be lodged under section 197(1);
branch register
Defined · s 4“branch register”, in relation to a company, means —(a)a branch register of members of the company kept pursuant to section 196; or(b)a branch register of holders of debentures kept pursuant to section 93,as the case may require;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
company having a share capital
Defined · s 4“company having a share capital” includes an unlimited company with a share capital;
default penalty
Defined · s 4“default penalty” means a default penalty within the meaning of section 408;
financial year
Defined · s 4“financial year” —(a)in relation to a corporation — means the period in respect of which the financial statements of the corporation is made up, whether that period is a year or not; and(b)in relation to a company — is also to be determined in accordance with section 198;
listed
Defined · s 4“listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that official list;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
officer
Defined · s 4“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
private company
Defined · s 4“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12