A Post-Incorporation Guide for Singapore Startups (Part 1)

Once you have registered your company in Singapore, you can’t immediately do business. There are many operational things to do before your company is ready to operate, such as appointing several officers, applying for business licenses, performing tasks related to laws and regulations, and more. 

In this part 1 of A Post-Incorporation Guide for Singapore Startups, we’ve summarized some general requirements on regulatory issues that you need to meet within six months to one year after your Singapore company has been incorporated.

Post-Incorporation Guide for New Companies in Singapore (part 1)

Kindly note that the following steps are not arranged in chronological order and can be carried out unsequentially.

Conduct the first board meeting

In the early stages of your newly established company, you should hold the first board meeting or issue the first board resolution relating to the “organization” of the company, which should include:

• Appointment of officers
• The issuance of shares and other types of securities
• Appointment of auditor
• Financial year-end
• Bank account registration
• Company seal
• Staff recruitment and work passes
• Business licenses
• Business insurance

Appoint a company secretary

Every company must appoint a local company secretary no later than six months after the company incorporation. This person is responsible for administrative duties such as drafting and notifying the authorities about changes to your company name, structure, or directors. They are also responsible for filing the documents required by the Singapore government from you.

The company secretary will also inform the board of directors and shareholders when the submissions for the annual and the Annual General Meeting (AGM) must be made. Therefore, the company secretary must have the knowledge and experience needed to carry out their duties. If there is any change in the particulars of the company secretary, your company must notify the Accounting and Corporate Regulatory Authority (ACRA) within 14 days from the date of the change.

Your company secretary must be:

• an individual residing in Singapore;
• a member of one of Singapore’s public accounting bodies such as the Institute of Certified Public Accountants of Singapore, the Singapore Association of the Institute of Chartered Secretaries and Administrators, the Association of International Accountants, the Institute of Company Accountants,
• someone who has been a company secretary for one or more companies for at least three years in the preceding five years
• if your company only has one director, the director cannot take the role of the company secretary.

Note that if your company secretary resigns, your company has six months left to replace this position.

For more info about how to choose a company secretary in Singapore, refer to:

The Essential Guide for Choosing a Company Secretary in Singapore

Appoint an auditor (if applicable)

An auditor is an ACRA-approved public accountant or accounting firm responsible for your company’s reporting standards. However, your company is exempt from appointing an auditor if:

• Your company’s total annual revenue does not exceed S$10 million
• Your company’s total assets for the financial year-end does not exceed S$10 million
• The number of full-time employees you have at the financial year-end does not exceed 50

If your company does not meet the conditions above, you must appoint an auditor within the first three months of your company establishment.

Issue share certificates

A Share Certificate is a legal document that states the ownership of a certain number of shares in a company. Singapore companies are required to issue share certificates to all their shareholders. 

This certificate must be issued under the company seal and signed by two directors or by one director and a secretary. Share certificates are usually held by individual shareholders and must be reissued when shares are transferred, divided, consolidated, or reclassified.

Adopt a company seal

Companies should have a seal to seal official documents. Also known as the ‘common seal,’ these seals are metallic, ink-free, and leave an embossed impression on the company name and registration number on official documents such as share certificates and loan documents. 

Your company seal must be kept under the control of the company secretary and must be approved by the board before each use. Documents marked with a company seal are usually signed by two directors or one director and a company secretary.

Choose your financial year-end

Every company must submit an annual report to ACRA and IRAS, depending on the Financial Year End (FYE). The company’s FYE date has to be decided, and the duration of the company’s financial year cannot be more than 18 months in the year of incorporation.

The FYE date can be any date, with some of the most popular choices being March 31, June 30, September 30, or December 31. You can choose the date for yourself, but take into consideration that the FYE you decide on will affect the date of the following tasks:

• filing of Estimated Chargeable Income (ECI),
• submission of annual reports,
• holding Annual General Meetings.

Suppose the FYE is changed after the incorporation. In that case, only the FYE from the current and immediate previous financial year can be changed, and this is provided that the statutory deadlines for holding annual general meetings, filing annual returns, and submitting financial statements have not passed. Otherwise, the company must apply to ACRA for approval to change the FYE.

Set up your statutory books

Statutory books keep legal records of your company and should be maintained at your registered office in Singapore. The information of statutory books must be made available to the authorities and public agencies upon request. Therefore, they must be updated frequently in case an officer from IRAS or ACRA comes down to inspect.

Your company’s statutory books should include information such as:

• Up-to-date information about registered controllers and company officers such as directors, auditors, and secretaries
• List of shareholders, the number of shares they own, and details of any share transfers
• Information about fixed or floating fees and debentures used to secure any loan by the company
• Resolutions and meeting minutes from the AGMs

Appoint CEO

A CEO is one person (can be more than one person) who is principally responsible for managing and implementing the company’s business. If a person is appointed as CEO or if there is a change in your CEO’s particulars, your company must notify ACRA within 14 days of the date of appointment or change.

Open a corporate bank account

Singapore is becoming a financial center, hosting many banks, both local and foreign, such as OCBC, DBS, UOB, Standard Chartered, Citibank, Maybank, among many others.

Each bank has its own terms and conditions. Therefore, it is essential to research banks in Singapore or reach out to Biz Atom that will advise and help you set up a corporate bank account. Simply prepare your company’s certificate of incorporation, as well as your company’s Constitution (we handle this when you register your company with us), proof of identity from the beneficiary, and a board resolution.

Most banks in Singapore also require the physical presence of account signatories and at least two company directors or one director and one secretary when the corporate account is set up. However, when you incorporate your company with us, everything is done digitally so you can remotely set up your corporate bank account from any place. 

For more info, please refer to:

A Complete Guide to Opening a Corporate Bank Account in Singapore

Read Part 2:

A Post-Incorporation Guide for Singapore Startups (Part 2)

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