Foreign Company's Financial Reporting Obligations
Accounts for Head Office
All foreign companies are required to lodge their financial statements as well as those of their Singapore Branches as part of their annual filings with ACRA.
In relation to the lodgement of foreign companies’ financial statements, the foreign company shall lodge the following with the Registrar:
(a) For a foreign company that is listed in Singapore or overseas: the foreign company will have to lodge the financial statements prepared in compliance with the applicable listing rules of the exchange on which the foreign company is listed.
(b) For a foreign company that is not listed:
(i) If the foreign company prepares financial statements in accordance with accounting standards that are substantially similar1 to Accounting Standards, these financial statements can be used for lodgement with the Registrar
(ii) If the foreign company does not prepare financial statements in accordance with accounting standards that are substantially similar to the Accounting Standards but prepares financial statements in accordance with the applicable accounting standards in the foreign company’s jurisdiction of incorporation: these financial statements can be used for lodgement with the Registrar. The extend of audit should follow the laws of the foreign company’s country of incorporation.
(iii) If the foreign company does not fall under (i) or (ii): the unaudited summary financial statements can be lodged with the Registrar.
Summary financial statements should comprise of (1) statement of financial position, statement of comprehensive income, and material accounting policies (including basis of measurement) prepared based on the accounting records kept in compliance with the law of the foreign company’s incorporation or formation; and (2) statement by directors (DOC, 17KB) of the foreign company. The statement by directors must be signed by two of the foreign company’s directors registered2 with ACRA, unless it has only one director registered with ACRA, in which case, the statement can be signed by that director. Where the financial statements are not in English, they must be translated to English. Both the financial statements in the original language and in English language are to be filed as part of the annual filing.
1 Similar accounting standards refers to International Financial Reporting Standards and accounting standards that have converged with IFRS.
2 Foreign companies are required to lodge a list of its directors with ACRA at the time of registration and any change in directors must be lodged with ACRA within 30 days of change.
Singapore Branch’s Financial Reporting Obligations
All Singapore Branches are required to prepare audited profit and loss account which complies with the Accounting Standards and give a true and fair view of the profit or loss arising out of their operations in Singapore, and audited statement showing their assets used in and liabilities arising out of their operations in Singapore, and lodge these documents with ACRA, except under the following circumstances:
(a) if the Singapore Branch is dormant3 according to section 373(9) of the Act, it may lodge with ACRA, an unaudited profit and loss account with respect to its operations in Singapore and an unaudited statement showing its assets used in and liabilities arising out of its operations in Singapore;
3 A Singapore Branch is considered as dormant when there is no accounting transaction arising out of its operations in Singapore. For avoidance of doubt, the following are disregarded as transactions arising out of the operations of a Singapore Branch:
(a) the appointment of a secretarial agent;
(b) the appointment of an auditor;
(c) the maintenance of books and other records; and
(d) the payment of any fee specified in the Companies (Fees and Late Lodgment Penalties) Regulations 2015 or an amount of any fine or default penalty paid to the Registrar under section 409B.
(b) if the Singapore branch has obtained approval from ACRA under section 373(12) of the Act for a waiver from filing of the documents; or
(c) if the SG branch has obtained approval from ACRA under section 373(13A) of the Act for a relief from requirements as to audit or form and content of the documents.
Available Exemption
Foreign companies can apply for the following exemptions via general lodgement in the Bizfile portal:
(a) Foreign Company - relief from the requirements relating to form and content of the financial statements of foreign company or allow foreign company to file any other document under section 373(13) of the Act;
(b) Singapore Branch - waiver from the audited financial statements of its Singapore operations under section 373(12) of the Act; or
(c) Singapore Branch - relief from the requirements relating to the audit or the form and content of the financial statements of its Singapore operations under section 373(13A) of the Act.
For application under s373(12) and s373(13A) of the Act, the foreign company must provide the balance sheet and income statement for the Singapore branch during the application, unless it cannot be prepared.
Information provided to the Registrar should be the final (signed, where applicable) version and complete. Draft information should not be provided.
How to apply:
Step 1: Login to Bizfile.
Step 2: Go to "General Lodgement" eService, select “Application under Section 373 of the Companies Act - Exemption/Waiver of Financial Reporting Requirements for Foreign Company”, complete and attach the application form (together with the directors declaration (DOC, 21KB)) as part of the transaction.
Application fee: $200 (non-refundable).
