If you are thinking of incorporating a company or your company has already been incorporated, below is a list of compliance requirements for Singapore companies that you as a director, should ensure the company adheres to. It is the duty of all company directors to ensure that the company is following regulatory requirements, failing which will have certain consequences on your company and you as a director.

  1. Appointment of a Company Director
    The company must appoint at least one resident director. Meaning he or she must be living in Singapore. The director must not be an undischarged bankrupt and not disqualified from acting as a director of a Singapore company. This must be done through the form of a declaration. All directors have to complete Form 45.
  2. Registered Singapore Address
    The company will need a registered local address. This local address must be open to the public and operating during normal office hours, typically will be 9 am to 5 pm. The registers of the company should be kept at the same location ideally. The company can engage a corporate secretarial firm like us, where they can use our registered office address to receive their company’s mails and keep the registers of the company.
  3. Appointment of a Company Secretary
    The position of a Company Secretary must not be vacant for more than six months. Within six months of incorporation, the company must appoint a qualified resident Company Secretary. The Company Secretary should complete Form 45B.
  4. Appointment of a Company Auditor
    If a company is private, can qualify for an 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
    Within three months from the date of incorporation, the company must appoint an auditor. All public companies need to hire an auditor.
  5. Accounting Records
    All companies are expected to keep proper accounting records. This is needless to say as the registrar has the right to call for an audit should he or she choose to. Without keeping proper accounting records, your company may be in trouble with the authorities. The company should set up an accounting system as soon as they are operational. Our company recommends using Xero as a cloud accounting software. You can check out our review of Xero here.
  6. Company Stamp and Company Letterhead
    All company documents should bear the Company Name and Registration (UEN) Number. Company documents should be printed on the company letterhead. If the documents do not bear the company’s name and UEN Number, a company stamp will be needed instead. Our corporate secretarial firm assists in helping your company generate one free letterhead for your usage, and also making of company stamp if it is needed and hand it over to your company’s director(s).
  7. Maintenance of Register of Controllers
    All companies must keep a hardcopy or softcopy register of controllers, starting from 31st March 2017. The register of controllers must be kept accessible during office hours. However, starting from 30 July 2020, all companies will have to lodge the same information in their Register of Registrable Controllers (RORC) with Accounting and Corporate Regulatory Authority (ACRA) central register, by 29 September 2020. You can read more on the lodging of Register of Registrable Controllers here.
  8. Maintenance of Public Register of Members (For Foreign Company)
    Within 30 days after registration, all foreign companies are required to maintain a Public Register of Members. No foreign companies are exempted from this requirement. This register can be kept either in an electronic form or hardcopy.
  9. Application of Business Licence
    Just because you have successfully incorporated a Singapore company does not mean you are allowed to do the business activity as stated in the SSIC code. There are certain types of business activities that will require a Business Licence, such as the import and export of fresh meat and vegetables. Or importing certain controlled items such as alcohol or tobacco. You can find out more about the application of business licenses here. You must first incorporate a Singapore company before you are allowed to apply for a business license.
  10. Maintenance of Records of any Conflict of Interest by any Company Directors
    Any potential conflict of interest that may arise in their appointment as directors of your company must be disclosed.
  11. Application for Goods and Services Tax (GST) Registration
    If your Singapore registered company’s projected or annual revenue exceeds SGD$1 million, the company will need to be GST registered with the Inland Revenue Authority of Singapore (IRAS). Depending on the nature of your business, sometimes being GST registered has its own merits. If you need further advice, you can contact us below.
  12. Changes in Company Particulars
    For obvious reasons, any changes made to your company particulars must be filed with ACRA within the given timeframe. Non-compliance will most definitely result in penalties, in more serious cases, the company’s directors may be personally liable for the breaches.
  13. Annual Return Filing
    All companies are required to file their Annual Returns with ACRA. You can read more about the requirements here.
  14. Estimated Chargeable Income (ECI) Filing
    All companies are required to file their ECI within 3 months after the end of its financial year. You can also read more in detail here.
  15. Corporate Tax Filing
    All companies are required to file their Corporate Tax Returns with IRAS. The deadline for e-filing is on 15th of December.

 

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

Yours Sincerely,
The editorial team at EasilyCorp

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