Compliance for Singapore Companies
Every 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.
A company must have a registered office address in Singapore which must be open and accessible to the public during normal office hours. If there is any change in the address of the registered office, the company must notify ACRA within 14 days of the date of change.
Local Resident Director
A company can have any number of local and foreign directors; however, a 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
Every company must fix a Financial Year End. If the company is a subsidiary company, its Financial Year End must coincide with the financial year end of the holding company. Otherwise, the choice of the company’s Financial Year End is left to 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 proceeding financial years:
- Total annual revenue for the financial year of not more than S$10 million
- Total assets for the financial year of not more than S$10 million
- Number of employees for the financial year not more than 50
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 in 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 meets the following conditions:
- The turnover is more than S$1 million for the past 12 months – known as the retrospective basis; OR
- There is a reason to expect that the turnover will exceed S$1 million for the next 12 months - known as the prospective basis.
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 financial statement 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.
We strongly recommend that you do your company’s bookkeeping on a monthly basis to ensure proper tracking of all financial transactions.
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 the target business activities.
It is illegal in Singapore to employ foreign staff until your company has secured a valid work pass for them. Your company must apply for and secure a valid work pass for each foreign staff member before commencement of his/her employment.
When hiring local employees, you must ensure that the necessary statutory contributions to the Central Provident Fund (CPF) are made as per the applicable laws.
A Director shall disclose to the company:
- any material personal interest they have in a matter which relates to the affairs of the company;
- 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, e.g. passport, nationality, residential address of the directors/shareholders/change of financial year/change of registered office address, etc., the change must be lodged with ACRA. 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.
Annual Filing Requirements
Each Singapore company must file Annual Return with ACRA and Annual Tax Return with Revenue Authority.