Each Singapore company must appoint a local resident company secretary. The company secretary must have the requisite knowledge and experience to discharge the functions of a company secretary.
Each Singapore company must have a registered office address in Singapore which must be open and accessible to the public during normal office hours.
Local Resident Director
A Singapore company can have any number of local and foreign directors. However, the company must have at least one director who is “ordinarily resident in Singapore” i.e. Singapore Citizen, Singapore Permanent Resident, or a person who has been issued an Entrepreneur Pass or Employment Pass. Any person above the age of 18 years may be appointed as a director. However, certain individuals e.g. bankrupts, are disqualified from holding director positions.
Financial Year End
Each Singapore company must fix its financial year end (FYE). If the company is a subsidiary company, its FYE must coincide with the financial year end of the holding company. Otherwise the choice of the company’s FYE date is left for the company to decide.
Appointment of Auditors
Each Singapore company shall appoint an auditor within 3 months from the date of incorporation, unless it is exempted from audit requirements. A private company, in order to qualify for the audit exemption, must satisfy at least two of the three conditions for each of the two preceding financial years:
Total annual revenue for the financial year of not more than $10 million;
Total assets for the financial year of not more than $10 million;
Number of employees for the financial year not more than 50.
In the case of group companies, the member of the group must qualify as small company, as well as the whole group being a small group. This means that the group must satisfy at least two of the three criteria on a consolidated basis in each of the two preceding years. A ‘group’ also includes the ultimate holding company and that would include a group where the ultimate holding company is a foreign company. The eligibility for exemption for existing companies will be decided based on a company meeting the qualifying criteria in the first or second year from which the amended regulation comes into effect, i.e. FY 2015 or 2016. As for companies that are incorporated after the regulation became effective, the exemption status will be determined based on them meeting the criteria in their first two fiscal years after their establishment.
Also known as Value Added Tax (VAT) in many other countries, Goods and Services Tax (GST) is a consumption tax that is levied on the supply of goods and services in Singapore and the import of goods into Singapore. GST is an indirect tax, expressed as a percentage (currently 7%) applied to the selling price of goods and services provided by GST registered business entities in Singapore. As a GST registered entity, you are required to submit a return to the tax authorities based on your accounting cycle, normally on a quarterly basis. GST registration is required only if the company falls under the following: The turnover is more than S$1 million for the past 12 months – known as the retrospective basis. There is a reason to expect that the turnover will exceed S$1 million for the next 12 months – known as the prospective basis.
Intended activities of your company may or may not require a business license. If your company requires a license, you must apply for and obtain the necessary approval before commencing target business activities. Fortunately, only few types of business activities require a business license in Singapore.
Each Singapore company must keep such accounting and other records as are necessary to explain the transactions and financial position of the company and to allow a profit and loss account and a balance sheet to be prepared. The accounting records must be kept for 5 years after the completion of the transactions or operations to which they relate. Each director has the right to inspect accounting records of the company at any time.
A Director shall disclose to the company: any material personal interest they have in a matter which relates to the affairs of the company and any other interest which the Director believes is appropriate to disclose in order to avoid an actual conflict of interest or the perception of a conflict of interest.
Notification of Changes
Each time a change occurs in the particulars of the company or to its officers, the change must be lodged with the Accounting and Corporate Regulatory Authority (ACRA) within the stipulated timeframe. Failure to do so will incur penalties.
Company Registration Number Disclosure
The Singapore Companies Act requires every company to have the registration number (in addition to its registered name) on all business letters, statements of account, invoices, official notices and publications. Since 1 January 2009, all entities that are registered in Singapore, have been issued a Unique Entity Number (UEN) as its identification number. As a result, entities will now enjoy the convenience of having a single identification number for interaction with the Government, such as filing of corporate tax returns, applying for permits or submitting their employees’ CPF contributions. UEN replaces all other identification numbers issued to them by different government agencies. Existing companies will retain their ACRA Registration Number as their UEN.
Annual Filing Requirements
Each Singapore company must file Annual Return with ACRA and Annual Tax Return with the Inland Revenue Authority of Singapore (IRAS).