Important Compliance Needed For Singapore Companies

Before you decide to incorporate a company or you have already done so, there are many compliance requirements needed for Singapore companies. As a company director, you must ensure that your company is compliant and follows regulatory requirements, failure to do so will subject your company to fines and/or penalties. As directors, if the offence is of a criminal nature, you may be personally liable for fines and/or jail.

  1. Appointing a Company Director
    The company must have at least one director who is a resident of Singapore, simply put, he or she must be a legal resident living in Singapore. However, do not confuse this with being a Singapore Citizen (SC) or Singapore Permanent Resident (SPR). He or she need not be an SC or SPR to be a company director. He or she cannot be disqualified from acting as director of a Singapore company or an undischarged bankrupt under the Companies Act. This must be done through a declaration and completion of Form 45.
  2. A Registered Singapore Address
    The company must have a registered Singapore address. This local address must be open to the public. It should operate during normal office hours, it will be from Mondays to Fridays, 9 am to 5 pm typically. Ideally, all registers of the company must be kept at the same address. If your company plans to engage a corporate secretarial firm like ours, our registered office address will be available to receive all your company’s mails as well as keep the registers of your company.
  3. Appointing a Company Secretary
    Within six (6) months of the incorporation of your company, the position of a Company Secretary in your company must be filled. As with a Company Director, the Company Secretary must be a qualified Singapore resident. The Company Secretary should complete Form 45B.
  4. Appointing a Company Auditor
    If your company is private, an audit exemption can be granted if it meets at least 2 of the 3 conditions:
    a) Total annual revenue is not more than SGD$10 million
    b) Total assets are not more than SGD $10 million
    c) Not more than 50 employees in your company
    Within three months from the date of incorporation, a company must appoint an auditor. All public companies must hire an auditor.
  5. Accounting Records
    Your company should set up an accounting system as soon as it starts conducting business. The Registrar of Accounting and Corporate Regulatory Authority (ACRA) expects all companies to keep proper accounting records. The Registrar has the right to call for an audit anytime he or she chooses to. Your company can be in trouble with the relevant authorities for failure to do so. Here at SG Company Services, we recommend using Xero as it is cloud-based accounting software. You can check out our review of Xero here.
  6. Company Letterhead and Stamp
    All official company documents must contain the Company Name and Unique Entity Number (UEN). The company letterhead should be on all company documents. If the documents do not bear the company’s name and UEN, a company stamp will be required. Our corporate secretarial firm will assist your company in generating one free letterhead for usage, and the making of company stamps if required. Once ready, we will hand it over to your company’s director(s).
  7. Maintenance of Register of Controllers
    Starting from 31st March 2017, all companies must keep a hard or soft copy of the register of controllers. The register must be accessible during office hours as mentioned above. However, with effect from 30 July 2020, all companies must lodge this information in their Register of Registrable Controllers (RORC), with the central register of ACRA, the deadline is 29 September 2020. You can read more on the lodging of the Register of Registrable Controllers here.
  8. Maintenance of Public Register of Members (For Foreign Company)
    All foreign companies need to maintain a Public Register of Members, within thirty (30) days after registration. There are no exemptions for any foreign companies from this requirement. This register can be kept either in soft or hard copy.
  9. Application of Business Licence
    You may not be allowed to do the business activity as defined in your SSIC code even after you have successfully incorporated a Singapore company. Due to the reason that there are some business activities that will need a Business Licence, such as the import and export of fresh vegetables and meat, the import of controlled items like alcohol or tobacco. Find out more about the application of business licenses here. However, you must first incorporate a Singapore company before you are allowed to apply for a business license. The order of the process is compulsory.
  10. Maintenance of Records of any Conflict of Interest by any Company Directors
    At the point of appointing your company directors, they must declare any potential conflict of interest to your company. This exercise is generally repeated annually through declaration.
  11. Goods and Services Tax (GST) Registration
    Your Singapore company will need to be GST registered with the Inland Revenue Authority of Singapore (IRAS) if the projected or annual revenue exceeds SGD$1 million ($1,000,000). Depending on the nature of your business, being GST registered has its own merits. If you need further advice, you should contact us.
  12. Changes in Company Particulars
    Any changes made to your company particulars must be filed with ACRA within a given timeframe. Failure to do so will most definitely result in penalties. And in more serious cases, your company’s directors can be personally liable for these offences.
  13. Annual Return Filing
    It is compulsory to file Annual Returns with ACRA for all companies. You can read more about the requirements here.
  14. Estimated Chargeable Income (ECI) Filing
    Within 3 months after the end of your company’s financial year, you are required to file your ECI. You can also read more in detail here.
  15. Corporate Tax Filing
    You need to file your company’s Corporate Tax Returns with IRAS. The deadline to do e-filing is on the 15th of December every year.

 

When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.

Yours Sincerely,
The team at SG Company Services

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