Once a Singapore Company is incorporated, it becomes essential to comply with the requirements of the Singapore Companies Act. It becomes mandatory to make annual filings with the Accounting and Corporate Regulatory Authority, the Inland Revenue Authority of Singapore (IRAS) and other related Authorities.
The Singapore Companies Act requires a Singapore Company to appoint a Company Secretary within 6 months after its incorporation or formation.
The appointed Company Secretary must meet the following requirements:
The company secretary must be residing locally in Singapore and he/she must not be the sole director of the company.
The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:
Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
- Qualified person under the Legal Profession Act (Cap. 161).
- Public accountant registered under the Accountants Act (Cap. 2).
- Member of the Institute of Certified Public Accountants of Singapore.
- Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
- Member of the Association of International Accountants (Singapore Branch).
- Member of the Institute of Company Accountants, Singapore.
The Singapore Companies Act requires every company to maintain certain registers. These statutory registers are a part of the company’s informative records and are usually maintained as official books together with the Constitution of the Company, Share Certificates, Common Seal, all Minuted Resolutions, etc.
Registers available with ACRA
However certain registers are available either for purchase for a fee or free from the regulatory authority ACRA with effect from 03-Jan-2016.
|Following is the list of available registers from ACRA:|
|Name of Registers||Details of Registers|
Register of Business / Company Documents
Register of Members (ROM)
Register of Directors (ROD)
Register of Chief Executive Officers (ROCEO)
Register of Secretaries (ROS)
Register of Auditors (ROA)
Register of Registrable Controllers
Requirement for Companies, Foreign Companies and Limited Liability Partnerships to maintain Register of Registrable Controllers
With effect from 31 March 2017, companies, foreign companies and LLPs (unless exempted) will be required to maintain beneficial ownership information in the form of a register of registrable controllers, and to make the information available to public agencies upon request.
The aim is to make the ownership and control of corporate entities more transparent and reduce opportunities for the misuse of corporate entities for illicit purposes. This will bring Singapore in line with international standards, and boost Singapore’s on-going efforts to maintain our strong reputation as a trusted and clean financial hub.
Register of Nominee Directors
With effect from 31 March 2017, Companies are required to each:
- keep a register of its nominee directors containing the particulars of the nominators of the company’s nominee directors; and
- produce the register of nominee directors and any related document to the Registrar, an officer of the Accounting and Corporate Regulatory Authority or a public agency, upon request.
Unlike the register of controllers for companies, companies are not required to take reasonable steps (including sending out notices) to identify their nominee directors, or to update or correct inaccuracies in the particulars contained in their registers of nominee directors.
Instead, nominee directors are required to inform their respective companies of the fact that they are nominees and provide the prescribed particulars of their nominators to their companies within the applicable timelines.
Filing Requirements for Register of Controllers (RORC) (W.e.f: 30-July 2020)
As part of ongoing efforts to uphold Singapore’s reputation as a trusted financial hub, and in line with international practices, ACRA has implemented a new requirement for all companies, foreign companies and Limited Liability Partnerships (LLP), unless exempted, to lodge information on their Registers of Registrable Controllers (RORC) with ACRA via BizFile+ from 30-July 2020. This is in addition to the existing requirements for companies and LLPs to maintain a RORC at the registered office address.
The RORC information lodged with ACRA will be accessible to public agencies in Singapore such as law enforcement agencies. Members of the public will not be able to access the RORC information or purchase any extracts of these lodgements.
Companies, foreign companies and LLPs are required to continue to maintain a RORC at the registered office address, and update any changes to the RORC information prior to updating the same information with ACRA within two business days. Alternatively, a Registered Filing Agent (RFA) may be engaged to lodge the RORC information with ACRA on behalf of the entity.
Who can lodge RORC information on behalf of business entities?
Only authorised position holders of the business entity (e.g. directors and secretaries of company / partners of LLPS) as well as RFAs that have been authorised by the business entity can lodge RORC information in BizFile+.
RFAs Lodging RORC information on behalf of their clients
RFAs can only perform transactions, including lodging of RORC information, for entities which are in the client list submitted to ACRA. RFAs must ensure that they have been authorised by their clients to lodge and update the RORC information on their behalf.
Is there a need to update information of past controllers whom have already ceased to be controllers of the entity?
Particulars of previous controllers should also be uploaded with ACRA as previously identified. The date which they ceased to be controllers should also be updated accordingly.
Is there any penalty for late lodgement?
There is no penalty for late lodgement for this transaction. However, entities that are found to have failed to lodge RORC information with ACRA within the deadline, may face enforcement action with a fine up to $5,000 upon conviction.
What are the penalties for failing to lodge RORC with ACRA?
The companies/LLPs will be guilty of an offence, and shall be liable upon conviction, to a fine not exceeding $5,000.
Every Singapore Company must plan its Financial Year End (FYE) that represents the completion of its accounting period. It is not necessary that the FYE of a Company matches with the regular annual calendar. It could fall on any day of the year.
The fiscal year of a Company is taken as the financial year. It is up to the Company to decide its FYE, and most Singapore Companies assign 31st December, 31st March, 30th June or 30th September as the ending date of their fiscal year.
It is in the best interests of a Singapore Company to fix their FYE within 365 days. This helps the Company to take advantage of the partial Tax Exemption offered for new start-ups. The Singapore Law offers partial exemption to both new start-ups and older entities.
Requirements for companies in preparing, auditing and filing of financial statements
Please refer to the table below to determine if a company needs to prepare, audit and file financial statements with their Annual Return submission.
|Type of company||Prepare FS||Audit FS||File FS|
Dormant relevant company
A dormant company:
(i) Which is not a listed company or a subsidiary company of a listed company; and
(ii) Whose total assets at any time during the financial year ≤ $500,000; and
(iii) Which, if it is a parent company (which is not itself a subsidiary company of another corporation), belongs to a group the consolidated total assets at any time during the financial year ≤ $500,000.
For more details, refer to s201A of the Companies Act.
A company is dormant if there is no accounting transaction for the entire financial period.
For more details on dormant company (e.g. disregarded transactions), please refer to below.
The Company Secretary will update the ACRA on the following:
- Changes in the particulars of the Directors(s) or when the Directors(s) are changed
- Changes in the name or address of the Director(s)
- Removal of Company Officers anyone from office according to the constitution of the Singapore Companies Act
- Disqualification of Directors
- Appointments, Resignations or Deaths of Company Officers
- Change in Company’s name
- Annual Returns
- Change, revocation or adoption of Company constitution
- Issuance of Shares
An AGM is a mandatory annual meeting of shareholders. At the AGM, your company will present its Financial Statements (also known as “Accounts”) before the shareholders (also known as “Members”) so that they can raise any queries regarding the financial position of the company.
Timeline for holding AGM
|For Companies with FYE ending before 31 Aug 2018||For Companies with FYE ending on or after 31 Aug 2018|
(a) Timeline 1: Hold first AGM within 18 months of incorporation, and subsequent AGMs yearly at intervals of not more than 15 months
(b) Timeline 2: Financial statements tabled at AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date.
For listed companies:
Hold AGM within 4 months after FYE
For any other company:
Hold AGM within 6 months after FYE
Requirements for filing Annual Returns (ARs)
All locally-incorporated companies are required to file Annual Returns. The appointed officer of the company e.g. director or company secretary may file the Annual Returns online via BizFile+. Alternatively, the company can engage the services of a registered filing agent like ACHI to file the Annual Return on behalf of the company.
In addition, as part of the annual obligations, companies and directors are required to prepare and present a true and fair view of the company’s financial statements to their shareholders.
When does a company need to file Annual Return?
For companies with financial year-end (FYE) ending on or after 31 Aug 2018, the timelines for holding Annual General Meetings (AGMs) and the filing of annual returns are aligned with the company’s FYE. This is to provide greater clarity in the computation of timelines and facilitate ease of compliance.
Every company in Singapore must file its Annual Return in its appropriate due date with the Company Registrar otherwise this will incur penalties.
Timeline for filing of Annual Returns (AR)
|For Companies with FYE ending before 31 Aug 2018||For Companies with FYE ending on or after 31 Aug 2018|
For companies having a share capital and keeping a branch register outside Singapore:
File annual returns within 60 days after AGM
For companies having a share capital and keeping a branch register outside Singapore:
File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE
For other companies
File annual returns within 30 days after AGM
For other companies:
File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE
Annual return can be filed only:
To prevent companies from arbitrarily changing their FYE, the following safeguards are put in place by ACRA:
* if the change in FYE will result in a financial year longer than 18 months; or
* if the FYE was changed within the last 5 years; and
|A company’s financial periods starting on or after 31 Aug 2018 by default will be taken to be a period of 12 months for each financial period.|
Important information for companies with unusual financial year period:
Important information for newly Incorporated companies that have yet to file Annual Returns:
(i) Companies required to file financial statements with their Annual Return
- Financial Statements are to be filed in XBRL format.
(ii) Companies not required to file their financial statements with their Annual Return
Companies that are not required to file financial statements must instead submit a declaration online when they file their Annual Returns via BizFile+. The declaration will appear in the transaction based on the company type selected during annual return filing in BizFile+ .
Who Needs to File Financial Statements (FS)?
All Singapore incorporated companies are required to file financial statements with ACRA, except for those which are exempted. Some companies will file a full set of financial statements in XBRL format, while some others will file only salient financial data in XBRL format and a full set of financial statements in PDF. The filing requirements depend on the type of company you own (see table below).
If you own a sole proprietorship, partnership, or limited partnership, you are not required to file financial statements with ACRA.
|Type of company||Financial Statements you need to file|
|Public / private companies (limited or unlimited by shares), except those under (a) and (b) below|| |
(a) Specific companies regulated by MAS, such as commercial banks, merchant banks, insurance companies, and finance companies*
*Companies other than the specified types (e.g. money changers) are required to file a full set of XBRL financial statements
(b) Companies permitted to use accounting standards other than SFRS, SFRS for Small Entities, and IFRS**
** SFRS stands for Singapore Financial Reporting Standards and IFRS stands for International Financial Reporting Standards
|Solvent Exempt Private Companies (EPCs)|| |
|Insolvent EPCs|| |
|Companies limited by guarantee|| |
|Foreign companies, or local branches of foreign companies|| |
Differences between a solvent and insolvent EPC
A private company can have not more than 50 members. An exempt private company (EPC) can be a private company with less than 20 members, and does not have any corporations holding beneficial interest in its shares (whether directly or indirectly). An EPC can also be a private company owned by the Government that is declared in the Gazette to be an EPC.
- An EPC is insolvent if it is unable to meet its debts when they are due. Insolvent EPCs are required to file financial statements as mentioned above.
- Solvent EPCs only need to make an online declaration of their solvency, and filing financial statements are voluntary.
Prepare Financial Statements Highlights
Not all companies are required to file a full set of financial statements in XBRL format. Some companies are only required to file financial statements highlights in XBRL format, with a PDF of the financial statements tabled at the AGM. Refer to the above Table whether your company is eligible only to file financial statements highlights in XBRL format.
Applying for Exemptions from XBRL Filing Requirements
Companies may apply for exemption from XBRL filing requirements from ACRA, for the following:
- Exemptions from specific business rules in filing your financial statements in XBRL format (e.g. removing the requirement for comparative periods in your financial statement, given valid reasons).
- Exemption from filing full set of XBRL financial statements, and instead filing Financial Statement Highlights (FSH) in XBRL format only, if you have valid proof that the full set of XBRL financial statements cannot be prepared.
- Allowing you to file PDF copy of financial statements, with valid proof that you cannot file the full set of XBRL financial statements, or FSH.
Exemptions are evaluated on a case-by-case basis by ACRA.
Some Important Frequently Asked Questions on filing of ARs:
Q: What if a company fails to file its Annual Returns?
A: Enforcement actions will be taken against directors and companies for annual returns filing breaches.
Q: What are some of the transactions that would be disregarded in determining whether a company is dormant?
- The appointment of a secretary of the company;
- The appointment of an auditor;
- The maintenance of a registered office;
- The keeping of registers and books under certain sections of the Companies Act;
- The payment of fees or charges payable under any written law;
- The taking of shares in the company by a subscriber to the Constitution in pursuance of an undertaking of his in the Constitution.
For more details, please refer to s205B of the Companies Act.
Q: My company’s financial statements are exempted from audit, but we have chosen to get our financial statements audited. Should we be filing the unaudited or audited financial statements?
A: Companies that are exempted from audit requirements are not required to have their financial statements audited. Instead, they will prepare unaudited financial statements for purposes of AGMs and filing with ACRA. If the company chooses to have the financial statements audited, it will submit the audited financial statements together with the auditor’s report.
Q: If the company has already filed an Annual Return with ACRA, does it still need to file any documents with IRAS?
A: For a dormant company:
- The company must submit its Income Tax Return (Form C) unless it has been granted a waiver from IRAS. The company may apply for a waiver from IRAS by submitting the form ‘Application for a Waiver to Submit Income Tax Return (Form C) by a Dormant Company.
For all other companies:
- The company which has filed Annual Return with ACRA must also file its Income Tax Return (Form C-S / Form C) and the necessary supporting documents (such as financial statements and tax computation) with IRAS annually.
Companies are required to keep proper records and accounts of business transactions. Your company must maintain proper records of its financial transactions and retain the source documents, accounting records and schedules, bank statements and any other records of transactions connected with your business.
Using an accounting software helps businesses improve record keeping and comply with tax obligations. Businesses can also use the information captured in the software to ensure that operations are effective and efficient. The IRAS’ Accounting Software Register lists the accounting software that are able to meet IRAS’ technical requirements and businesses considering to use an accounting software for record keeping are encouraged to consider those in this list.
Duration for Records and Accounts Keeping
For accounting records and supporting documents relating to Year of Assessment (YA) 2008 and subsequent YAs, your company must retain the records for a period of five years from the relevant YA. Failure to do so may result in:
- Expenses claimed being disallowed; or/and
Companies with December financial year end
|YA||Records for period||To keep up to|
|2014||1 Jan 2013 to 31 Dec 2013||31 Dec 2018|
|2018||1 Jan 2017 to 31 Dec 2017||31 Dec 2022|
Companies with non-December financial year end, e.g. Jun, Sep
|YA||Records for period||To keep up to|
|2014||1 Oct 2012 to 30 Sep 2013||31 Dec 2018|
|2018||1 Oct 2016 to 30 Sep 2017||31 Dec 2022|
Where a company has been struck off and dissolved, a person who was an officer of the company immediately before the company was dissolved must ensure that all books and papers of the company are retained for a period of at least five years after the date on which the company was dissolved.
Where a company is being wound up, the liquidator of the company must ensure that all the books and papers of the company are retained for a period of at least five years (instead of two years previously) from the date of dissolution of the company.
Guides on Record Keeping
For companies that are GST-registered, please refer to the Guide “Record Keeping Guide for GST-Registered Businesses” for the record keeping requirements. This will cover requirements for keeping business records in electronic media and imaging systems.
For companies that are not GST-registered, please refer to the Guide “Record Keeping Guide for Non GST-Registered Businesses” for the record keeping requirements. This will cover requirements for keeping business records in electronic media and imaging systems.
Please refer to the “Record Keeping Checklist”, which provides a summary of the different types of records required.
Appointment of Auditors
Under section 205 of the Companies Act, the directors of a company are required to appoint at least one accounting entity to be the company’s auditor within 3 months of the company’s incorporation. In Singapore, only public accountants or accounting firms approved by the Accounting and Corporate Regulatory Authority (ACRA) can act as company auditors.
Auditors will hold office from the time of their appointment until the conclusion of the company’s next annual general meeting (AGM). Therefore when a newly-incorporated company first appoints an auditor, this auditor will hold office until the conclusion of the company’s first AGM.
Then during the first AGM, the company will have to appoint a new accounting entity (or reappoint the same accounting entity) to act as the company’s auditor until the conclusion of the next AGM. This auditor will then hold office until the conclusion of the company’s subsequent AGM, and so on and so forth.
If the directors fail to appoint a company auditor, any company member may apply to the Registrar to have it appoint an auditor for the company instead.
Exemption from Audit Requirements
Companies that are regarded as a “small company” for a particular financial year, or are dormant, are exempt from audit requirements. These companies therefore do not need to appoint auditors (or have their financial statements audited) for that financial year.
Small Company Exemption
In general, a company will be considered a “small company” if it is a private company throughout the current financial year, and satisfies any 2 of the following criteria for each of the 2 financial years immediately before the current financial year:
- The company’s revenue does not exceed SGD10 million;
- The value of the company’s total assets does not exceed SGD10 million; or
- The company does not have more than 50 employees.
Refer to the Thirteenth Schedule of the CA for the criteria that companies incorporated for less than 3 years, or incorporated before 1 July 2015, have to meet in order to be considered a “small company”.
- For a company which is part of a group:
- (a) the company must qualify as a small company; and
- (b) entire group must be a “small group”
- to qualify to the audit exemption.
- For a group to be a small group, it must meet at least 2 of the 3 quantitative criteria on a consolidated basis for the immediate past two consecutive financial years.
- Where a company has qualified as a small company, it continues to be a small company for subsequent financial years until it is disqualified. A small company is disqualified if:
- (a) it ceases to be a private company at any time during a financial year; or
- (b) it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.
- Where a group has qualified as a small group, it continues to be a small group for subsequent financial years until it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.
A company will also be exempt from audit requirements if:
- It has been dormant from the time of its formation; or
- It has been dormant since the end of the previous financial year.
A company is dormant during a period in which no accounting transaction occurs. Dormant companies will cease to be considered dormant once such an accounting transaction occurs.
The following are not to be considered as accounting transactions (refer to section 205B(3) of the CA for the full list):
- The appointment of a company secretary
- The appointment of an auditor
- The keeping of company registers and books
- The payment of any fees or charges that the law requires to be paid
What is a solvent exempt private company?
A Solvent exempt private company is a company gazetted as an exempt private company or a private company which no beneficial interest in its shares is held directly or indirectly by any corporation and which has not more than 20 members; and the company confirms that it is able to meet its liabilities as and when they fall due.
Exception to exemption from audit requirements
Even if a company is exempt from audit requirements, the Registrar may still require the company to lodge its audited financial statements and an auditor’s report if the Registrar is satisfied that the company has breached laws relating to the:
- Keeping of accounting records (section 199 of the CA); or
- Laying of its financial statements at its AGM (section 201 of the CA).
Disclosing of Company Registration Number (UEN)
The Singapore Companies Act makes it mandatory for every Company to print their Unique Entity Number (UEN) on all their official print materials including invoices, business letters, Statement Of Accounts, official notices and publications among others.
A Singapore Company has to notify the Registrar about any changes with regard to its share capital, shareholders or officers in a specific time period laid down by the ACRA. Penalties are imposed if the Company fails or delays to comply with this requirement.
Business Licensing and Permits
Certain business activities in Singapore are required to be regulated under the Government Law. A registered business cannot commence operations unless it has received the licence or approval from the respective Government department/s. Eg: In order to run an Employment Agency, the company is to obtain a separate licence from the Ministry Of Manpower (MOM) after fulfilling the required (mandatory) criteria.
Every Singapore Company is required to have a registered office in Singapore to which all communication and notices may be addressed and which shall be open and accessible to the public for at least 3 hours a day during regular business hours on weekdays.
Directors and company officers have the option of providing ACRA with an address in addition to their usual residential address. The alternate address will be displayed in the Business Profile for public information, instead of the residential address. It must be an address where the company officer can be contacted, and must be within the same jurisdiction as the residential address. It cannot be a P.O. Box address. This service is subject to fee payable to ACRA.
ACRA reserves the right to display the officer’s residential address in the Business Profile should this officer cannot be reached via his/her given alternate address.
Customs Registration Number (CR)
Declaring Entities and individuals carrying on business under their full name that intend to engage in import and/or export activities in Singapore, or appoint a Declaring Agent to apply for Customs import, export and transhipment permits or certificates through TradeNet have to activate their entity’s Customs Account
A Declaring Entity refers to any importer, exporter, shipping agent, air cargo agent, freight forwarder, common carrier or other persons who wish to obtain a permit, licence, certificate or any other document or form of approval from Singapore Customs.
Only the Key Personnel such as the owner, partner or director whose record is registered with ACRA or the relevant UEN Issuance Agency can activate your entity’s Customs Account using his / her CorpPass or SingPass.
What is Goods and Services Tax (GST)?
The Goods and Service Tax or GST is comparable to the VAT or Value Added Tax found in many other countries. It is a consumption tax that applies to many of the domestic goods and services used in Singapore. The current rate of GST is 7%.
GST however does not apply to sale/lease of majority financial services and residential real estate in Singapore. Even export of goods and services used elsewhere (outside Singapore) is exempt from GST. In order to collect GST, suppliers are required to register with the Comptroller, GST. The Singapore Customs collects GST against any goods that are imported at the point of import.
If you are a supplier of goods/services having annual income exceeding or expected to exceed SGD1 million, it is mandatory to register with the Comptroller. If you are a supplier who does not fall into this income bracket, you can still apply for voluntary registration. In this case, the Comptroller determines whether to approve your registration or not. After voluntary registration, it becomes mandatory to remain so for at least two years.
GST services by ACHI helps make the process of registration, compliance and filing more convenient. We have experienced staff on GST services who help your Company with the following processes:
Registration for GST
ACHI applies for registration of GST on your Company’s behalf with the Inland Revenue Authority of Singapore [IRAS]. We will follow up with all the queries with regard to the registration.
We provide an assessment for determining the effect of GST registration on your business and customers. We will provide recommendations based on this assessment for the ideal GST filing period for your business. You can take advantage of our bi-annual or quarterly GST filing services.
The corporate tax rate is at 17% currently. Tax will only be imposed at the corporate level and Singapore dividends in the hands of the company’s shareholders are tax exempt.
General Rule of Corporate Income Tax for All Companies
A company is taxed on the income earned in the preceding financial year. This means that income earned in the financial year 2018 will be taxed in 2019.
Corporate Income Tax Filing Obligations to all Companies
All companies are required to submit two corporate income tax forms to IRAS every year:
|Name of Taxation Form||Due Date|
|Estimated Chargeable Income (ECI)|| |
|Form C-S (or) Form C online|| |
Definition of Withholding Tax
A withholding tax is an income tax to be paid to the Government by the payer of the income rather than by the recipient of the income. The tax is thus withheld or deducted from the income due to the recipient.
Overview of Withholding Tax in Singapore
Under the law, a person (known as the payer) who makes payment(s) of a specified nature (e.g. Royalty, Interest, Technical Service Fee, etc.) to a non-resident company or individual person (known as payee) is required to withhold a percentage of that payment and pay the amount withheld (called ‘Withholding Tax’) to the tax authority viz. IRAS.
From 1 Jul 2016, the withholding tax form can only be filed electronically via myTax Portal. The payer must e-file and pay the withholding tax to IRAS by the 15th of the second month from the date of payment to the non-resident.
To find out the percentage to withhold, you can refer to below Types of Payment and the Applicable Withholding Tax Rates.
Under the SBF Act, all Singapore-registered companies with share capital of S$0.5 million and above are members of SBF. Companies registered with ACRA with paid-up capital that meets the threshold of $0.5 million will receive a notification letter from SBF on their membership.
For more information, please visit the SBF website at www.sbf.org.sg
Other Compliance will be applicable according to your type of entity, nature of businesses and licences hence you are required to seek the Professional Corporate Secretarial Service Provider like ACHI for further assistance on your requirements.
|Source of Information, Guidelines, Compliance, Laws, Rules & Regulations is from the relevant authorities of Singapore|
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