If you are thinking of incorporating a company or your company is already incorporated, here is a list of compliance requirements that all company directors should ensure that the company adheres to. Do note that it is the duty of the company directors to ensure that the company is following the regulatory requirements.
- Appointment of a Company Director
The company needs to appoint at least one resident director. The director will need to make a declaration to state that he or she is not an undischarged bankrupt and is not disqualified from being a director of a Singapore company. All directors should complete Form 45. - Registered Address
The company will need a registered local address. This local address must be open and accessible to the public during normal office hours. It ideally should be the place where the registers of the company is kept. The company may also use a registered office service where a corporate secretarial firm like ours will receive mail on behalf of the company and keep the registers of the company. - Appointment of a Company Secretary
The company needs to appoint a qualified resident Company Secretary within six months of incorporation. The post of Company Secretary cannot be left vacant for more than six months. The Company Secretary should complete Form 45B. - Appointment of a Company Auditor
The company needs to appoint an auditor within 3 months from the date of incorporation. The company, if private, can qualify for audit exemption if it meets at least 2 of the 3 following conditions.
a) Total annual revenue does not exceed SGD$10 million
b) Total assets do not exceed SGD$10 million
c) Does not have more than 50 employees
Do note that all public companies need to hire an auditor. - Accounting Records
It is required for all companies to have proper accounting records. The company should set up an accounting system. Our company recommends that our clients use Xero or Waveappps as a cloud accounting software. - Company Stamp and Company Letterhead
All company documents should bear the Company Name and Registration (UEN) Number. The company should prepare a letterhead on which company documents are printed on. For documents which do not bear the Company’s Name and UEN Number, the company stamp will need to be used. Our firm will assist in the creation of one free company letterhead and can arrange for the company stamp to be created and mailed out to the directors. - Maintenance of Register of Controllers
From 31st March 2017, all companies are required to maintain a hardcopy or digital register of controllers. This register must be accessible during office hours. - Maintenance of Public Register of Members (For Foreign Company)
All foreign companies are required to maintain a Public Register of Members within 30 days after it is registered. There are no foreign companies that are exempted from the requirement to keep a public register of members. This register can be kept in electronic or hardcopy format. - Application of Business Licence
The setting up of the Singapore company does not necessarily allow the company to do the business activity as stated in its SSIC code. Certain business activities require a Business Licence. - Maintenance of Records of any Conflict of Interest by any Company Directors
The directors of a company need to disclose any potential conflict of interest that may arise in their appointment as directors of the company. - Application for Goods and Services Tax (GST) Registration
If the projected or annual revenue of the Singapore company exceeds SGD$1 million, the company will need to apply for GST registration with the Inland Revenue Authority of Singapore (IRAS). - Changes in Company Particulars
Any changes in company particulars will need to be filed with ACRA within the allotted timeframe. Non-compliance will result in penalties. - Annual Return Filing
All companies are required to file their Annual Returns with ACRA. The timeframe to do this is 1 month after the Annual General Meeting (AGM) - Estimated Chargeable Income (ECI) Filing
All companies are required to file their ECI within 3 months after the end of its financial year. - Corporate Tax Filing
All companies are required to file their Corporate Tax Returns with IRAS. The deadline to e-file is on the 15th of December.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
Yours Sincerely,
The editorial team at Singapore Secretary Services
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