Compliance Requirements for Company Incorporation in Singapore

Incorporating a company in Singapore can be highly rewarding, given its strategic location and business-friendly environment. However, there are several legal and regulatory compliance requirements one must adhere to during this process. This guide provides a comprehensive overview of the essential compliance requirements for successfully incorporating a company in Singapore.

Filing Requirements for Company Incorporation

Acquisition of Necessary Documents

Before filing for company incorporation, certain documents need to be obtained. These include:

• A copy of the company’s constitution
• A consent form signed by each director and shareholder
• Proof of identity for all directors, shareholders, and ultimate beneficial owners (such as passports or national IDs)
• Proof of registered office address

Submission to the Accounting and Corporate Regulatory Authority (ACRA)

The primary step for incorporating a company involves submitting the required documents to ACRA. This is commonly done through the BizFile+ online portal. The filing includes compulsory details such as the company’s name, business activities, registered office address, details of shareholders, directors, and secretary.

Director Compliance Requirements

Appointment of Eligible Directors

In Singapore, every company must appoint at least one resident director who can either be a Singaporean citizen, a permanent resident, or someone holding an EntrePass, Employment Pass, or Dependent’s Pass. Non-resident directors may also be appointed but they cannot fulfill the requirement for local directorship.

Duties of Directors

Directors have specific responsibilities under the Companies Act, including acting honestly and in the best interest of the company. Examples of compliance duties include maintaining proper accounts, avoiding conflicts of interest, filing necessary information with ACRA, and ensuring all statutory registers are up to date.

Shareholder Requirements

Minimum Number of Shareholders

A private limited company in Singapore must have between 1 to 50 shareholders. The shareholders can be individuals or corporate entities, and there is no restriction on foreign shareholders.

Issuance and Transfer of Shares

Shares must be issued in accordance with the company’s constitution. Shareholders should approve any new issuances in general meetings unless otherwise stated in the constitution. Transfer of shares involves filing specific documentation with ACRA and noting changes in the company’s register of shareholders.

Office and Registered Address Compliance

Registered Office Requirements

Every incorporated company must maintain a registered office within Singapore, which serves as the official correspondence address. It must be operational and accessible to the public for at least three hours during normal working hours on weekdays.

Key Considerations for Selecting an Office Location

When choosing an office location, ensure it complies with the Urban Redevelopment Authority’s regulations. A commercial or industrial address is mandatory; residential addresses could only be used under the Home Office Scheme, subject to various conditions.

Obligations Regarding Company Registers

Compulsory Registers to Maintain

Companies must maintain several statutory registers, which include:

• Register of Members: Contains details about the company’s shareholders
• Register of Directors: Lists all current and past directors
• Register of Secretaries: Identifies the current and past company secretaries
• Register of Charges: Records details of any charges affecting the assets of the company

Regular Updates and Accessibility

These registers must be regularly updated to reflect any changes promptly. Furthermore, these records must be accessible at the company’s registered office, allowing shareholders and authorities to inspect them as mandated by law.

Company Secretary Compliance Requirements

Appointment of a Qualified Company Secretary

According to Section 171 of the Singapore Companies Act, every incorporated company must appoint a company secretary within six months from its date of incorporation. The appointed secretary should be knowledgeable about the laws and regulations governing companies in Singapore.

Main Responsibilities of the Company Secretary

The company secretary plays a pivotal role in ensuring ongoing compliance and maintaining statutory records. Key duties include:

• Ensuring timely statutory filings with ACRA
• Preparing agendas and minutes for board meetings and AGM
• Maintaining the company’s statutory books and ensuring their accuracy
• Advising the board on governance matters

Annual Filing and Reporting Obligations

Preparation of Financial Statements

All companies must prepare financial statements complying with Singapore Financial Reporting Standards. These statements provide insights into the company’s financial position and operating performance over the year.

Annual General Meeting (AGM) and Annual Returns

Companies must hold an AGM where shareholders review the company’s financial statements and discuss significant business matters. Within one month after the AGM, the company needs to file its annual returns with ACRA through BizFile+, ensuring all pertinent details are accurate and up-to-date.

Additional Compliance Guidelines

Goods and Services Tax (GST) Registration

If a company’s taxable turnover exceeds S$1 million, it must register for GST with the Inland Revenue Authority of Singapore (IRAS). Even if a company’s turnover is below this threshold, it can choose voluntary registration, subject to conditions laid down by IRAS.

Licenses and Permits

Certain business activities might require additional licenses and permits from relevant government authorities. For example, companies in the food and beverage industry must obtain licenses from the National Environment Agency. Adhering to specific industry regulations ensures smooth operation and avoids potential penalties.

Understanding and meeting these compliance requirements is essential for establishing and running a successful and legally compliant company in Singapore. Each role, document, and regulation discussed contributes significantly to the stable foundation and sustainable growth of the newly incorporated entity.