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Compliance for Singapore Companies

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Published by Hawksford Singapore
on 04 Jun 2015

This guide provides an overview of the general statutory compliance requirements that apply to Singapore private limited companies. For details on how to incorporate a Singapore company, see Singapore Company Registration guide.

*Note: Please note that there has been an amendment to the Companies Act which are not reflected on this page yet. To view the updated information, please visit this page:
Overview of the Key Amendments to Companies Act (Phase 1).

Company Secretary

Each Singapore company must appoint a local company secretary. The company secretary must have the requisite knowledge and experience to discharge the functions of a company secretary.

Registered Address

Each Singapore company must have a registered office 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. To be exempt from audit requirement, a company must satisfy all of the following:

  • All shareholders must be individuals;
  • Total number of shareholders must be less than 20;
  • Annual turnover of the company must be less than S$5 million.

GST Registration

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 –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.

For more details, refer to Singapore GST guide.

Business Licenses

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. For further details, refer to Singapore business licenses guide.

Accounting Records

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.

Directors Disclosure

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 Registrar of Companies. Failure to do so will incur penalties.

Company Registration Number Disclosure

The Singapore Companies Act now 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 Company Registrar and Annual Tax Return with Revenue Authority. For further details, refer to annual filing requirements for Singapore companies.

Original Article From: https://www.guidemesingapore.com/business-guides/incorporation-guides/new-company-registration/compliance-for-singapore-companies

Last Modified Date: 22 Apr 2018