Singapore Company Statutory Compliance - Part I

This guide is Part I of the statutory compliance guide for a Singapore private limited company and provides an overview of the general statutory compliance requirements.

Note: For details on how to setup a Singapore company, see Singapore Company Registration guide.

Company Secretary

Every 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. If there is any change in the particulars of the company secretary, the company must notify the Accounting and Corporate Regulatory Authority (ACRA) within 30 days of the date of change.

Registered Address

A company must have a registered office 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 Entrepass / Employment Pass / Dependant 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. In other circumstances (i.e. shares are held by individuals), the choice of the company’s Financial Year End is left to the company to decide.

Appointment of Auditors

A company shall appoint an auditor within 3 months from the date of incorporation, unless it is exempted from audit requirements under Section 205B, or 205C, of the Companies Act. To be exempt from audit requirements, 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, (GST F5) 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.

For more details, refer to 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 the target business activities. Fortunately, only few types of business activities require a business license in Singapore. To find out if your business requires a license, visit Guide to Business Licenses.

Accounting Records

Every 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

Every time a change occurs in the company or to its officers, eg: in the passport number, nationality, residential address of the director/shareholder/s, change of financial year end, and change of registered office address, etc., this must be informed to ACRA. Failure to do so will incur penalties. Therefore it’s important that you inform us of any such changes at the earliest, so we can prepare and file the necessary paperwork with ACRA.

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.

From 1 January 2009, all entities that are registered in Singapore, such as businesses, local companies, limited liability partnerships (LLPs), societies, representative offices, healthcare institutions and trade unions, have 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 import and export 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.

Part II of this guide provides an overview of the annual statutory formalities for a Singapore company.

Other Related Topics

Singapore Company Incorporation | Singapore Taxation | Singapore Immigration