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Singapore Corporate Compliance Guide

Singapore Company Compliance Requirements for 2014

Overview of Singapore company compliance requirements

This guide specifically covers the corporate compliance requirements of a Singapore private limited company for 2014. In order to properly operate your company in Singapore all the compliance criteria must be fulfilled.

Company Secretary

Corporate Secretary requirements for a Singapore company

Singapore companies are required to appoint a qualified company secretary. The company secretary needs to possess the knowledge and experience to preform the functions of a Singapore company secretary.

A Singapore Resident Director

Requirements for a Singapore resident director

At least 1 Singapore Resident Shareholder (can be a foreigner holding an EntrePass or Employment Pass), there are no limited on the number of additional directors or their nationality as long as at least 1 is a Singapore Resident. Any person over the age of 18 years of age can be appointed to be a director in a Singapore private limited company as long as they are not bankrupt.

Registered Singapore Address

Registered address requirements for a private limited company in Singapore

All businesses in Singapore must have a valid registered address in Singapore. The registered address can not be a Post Office Box. The registered address can not be an HDB apartment address without prior approval, also many residential developments in Singapore do not allow for use of the residential address as a commercial business address.

GST Registration

GST registration requirements for a Singapore company

Singapores Goods and Services tax is a consumption tax that is imposed on both local and imported goods and services in Singapore similar to a sales tax or VAT (Value Added Tax). The current GST is 7% and is applied to the selling price of the provided goods or services by businesses registered as a GST entity. GST registered entities are required to file a return on a regular basis typically quarterly.

GST registration is required if:

  • The turnover for the previous year is more than S$1 million, or
  • Expected turnover for the next year will exceed S$1 million

Establishing a Financial Year End

Singapore companies are required to set a FYE date

A Singapore company is required to set a financial year end (FYE) date. If the company is a subsidiary company, the FYE is required to coincide with the financial year end of the parent company. In other cases the choice of the Financial Year End date is totally up to the company to select.

Annual Filing Requirements

Filing requirements for a company's annual return and annual tax return

A Singapore company is required to file an Annual Return with Singapore's Company Registrar and an Annual Tax Return with Singapore's Internal Revenue Authority.

Annual Return

  • Must be filed with ACRA (Singapore's Company Registrar)

Annual Tax Return

  • Must be filed with IRAS (Singapore's Revenue Authority)

Disclosure of the Company's UEN

Disclosure requirements of the company's registration number

The Singapore Companies Act requires all companies to display their registration number and company's registered name on all business letters, statements of account, invoices, official notices and publications.

Director Disclosure Requirements

Disclosure requirements of the company's directors

Directors of a Singapore company are required to disclose any personal interest they have in matters that relate to the business dealings of the company as well as any other interest which the Director feels may be appropriate to disclose to avoid conflicts of interest.

Notification of Changes

Requirements to file changes with authorities

All changes made to a Singapore company must be promptly registered with the Singapore Company Registrar. Failure to maintain current business details can result in penalties and or fines.

Accounting Requirements

Requirements for financial record keeping

A Singapore company is required to keep their accounting and other financial records for explanation of the transactions and financial matters of the company and a profit and loss account balance sheet is to be maintained. The accounting records is required to be retained for a minimum of 5 years retrospectively on all of the transactions or operations of the business. All directors have the right to review the accounting records of the company on request at any time.

Business License Requirements

Business specific licensing requirements in Singapore

Depending on the planned activities of your business it may or may not require a specific business license. If your company requires a license, you are required to apply for and gain the applicable authority's approval before commencing of your business activities. In Singapore only few types of business activities actually require a business license.

Appointing of an Auditor

When is appointment of an auditor required

Singapore company is required to appoint an auditor within 3 months of its incorporation, unless it is exempted from audit requirements.

Exemption From Audit

  • All shareholders need to be individuals
  • Less than 20 shareholders
  • Less than $5 million in annual turnover