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Compliance for Singapore Companies

A business will run smoothly only if the owner ensures that all the parameters of compliance for Singapore companies are thoroughly fulfilled. It is very essential for companies to have a registered physical address that is not a P.O. Box.

Each and every company that is incorporated in Singapore is governed by the Accounting and Corporate Regularity Authority of Singapore (ACRA). This agency has stipulated statutory compliance requirements for public limited as well as private limited companies. These requirements are based on the Singapore Companies Act, Cap 50.

Company Secretary

  1. It is necessary for each Singapore Company to appoint at least one local Company Secretary within 6 months of its incorporation.
  2. The individual hired must be qualified, armed with the required knowledge and experienced enough to discharge the duties of a Company Secretary effectively and efficiently.
  3. The individual must be ‘ordinarily resident in Singapore’ which means a Singapore Citizen, a Singapore Permanent Resident, or a person who holds an Employment Pass, a Dependent Pass or an Entrepreneur Pass.

Local Resident Director

  1. A company can appoint as many foreign or local directors as it requires.
  2. Of all its directors at least one must be a local nominee director. This individual must be an ‘ordinarily resident in Singapore’ which means a Singapore Citizen, a Singapore Permanent Resident, or a person who holds an Employment Pass, a Dependent Pass or an Entrepreneur Pass.
  3. An individual above the age of 18 years can be hired as a director. However, bankrupts or those convicted for dishonesty or fraud are disqualified from being hired for a director’s job.

Registered Address of the Company’s Office

  1. A Singapore company must have a registered address for its office in Singapore.
  2. Its office must be open and accessible for public or the investors during working hours.

Appointment of Auditors

  1. It is mandated for each company registered in Singapore to hire an auditor within 3 months of its incorporation.
  2. Certain companies are exempted from audit requirements and hence, they do not have to hire an auditor.

Financial Year End

  1. It is necessary for accounting purposes for each Singapore Incorporated Company to have a fix Financial Year End (FYE).
  2. The companies are free to select any dates fulfilling their business needs.
  3. It is mandated by law that the FYE of a Subsidiary company registered in Singapore must coincide with the FYE of its parent company.

Business Licenses

  1. There are only a few business activities in Singapore that require a license.
  2. A company must apply for and acquire a license for compliance purposes before starting its activities.

Goods and Services Tax (GST)

  1. Singapore taxation system levies a tax called Goods and Services Tax (GST) on supply of goods and services and also on import of goods in Singapore.
  2. GST is a consumption tax.
  3. In other countries it is also known as Value Added Tax (VAT).
  4. It is an indirect tax and its purpose is to lessen the dependence of Singapore economy on direct taxes.
  5. A company must acquire GST registration if its turnover is above S$1 million for the past 12 months or if it is anticipating it to be above S$1 million for the next 12 months.
  6. A GST registered entity must regularly file returns with the authorities.

Accounting Records

  1. Each company must maintain its transaction and other records for at least 5 years after the fact.
  2. These records are used to prepare the Profit and Loss account and the Balance Sheet of the company.
  3. Accounting records are necessary to explain the transactions and the financial position or the health of the company.
  4. Directors can examine company’s records as and when it is necessary.

Director’s Discloser

It is the responsibilities of the directors of a company to:

  1. Disclose any personal interest in matter related to the affairs of the company; and
  2. Disclose any other interest to avoid actual conflict of interest or the perception of conflict of interest.

Disclosure of Company Registration Number

  1. The Companies Act of Singapore makes it necessary for every company to have its registration number and registered name printed on every business document used by the company.
  2. Since 2009, all registered entities in Singapore have been allocated a Unique Entity Number (UEN) for the purpose of identification.
  3. Companies registered before 2009, use their ACRA registration numbers as their UENs.

Notification of Changes

  1. Every change in the officers or the particulars of the company must be communicated to the Registrar of Companies.
  2. Failure to do so brings penalties to the offenders.

Annual Filing Requirements

It is mandated by the Singapore authority for a company to file:

  1. Its Annual Tax Returns with the ACRA; and
  2. Annual Returns with the Registrar of Companies.
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