An Essential Statutory Compliance Guide for Singapore Companies

An Essential Statutory Compliance Guide for Singapore Companies

Although Singapore has a reputation for being one of the easiest countries to do business, it also has a strict legal system that requires all companies incorporated there to comply with its statutory requirements. Such obligations are clearly set out by the country’s authorities like the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS). 

While most of Singapore’s statutory compliance requirements are executed upon incorporation, some of them have stipulated timelines that companies must adhere to. Therefore, this article is meant for all entrepreneurs to have their governance, risk management, and compliance matters in mind even before incorporating their companies in the city-state.

Some Statutory Compliance Requirements Singapore Companies Must Satisfy

It is important to keep in mind that all Singapore compliance requirements can easily be attended to by a professional corporate services firm. Therefore, you do not need to work yourself into the ground to perform these obligations. 

The following are some statutory compliance requirements every company in Singapore has to meet. 

Appointing a Company Secretary

Once your company has been incorporated in Singapore, you must appoint a company secretary who is a local resident. They should have prerequisite domain knowledge and be responsible for ensuring all compliance with regulations set by ACRA and IRAS.

In general, companies in Singapore outsource their company secretarial requirements to authorized corporate service providers like Biz Atom. Hiring a professional firm will bring so many benefits to your company, including timely compliance and organized accounting records.

Maintaining Company Registers

Singapore companies are required to maintain certain company registers and records to improve corporate governance and transparency. These may include:

  • Register of Directors, Chief Executive Officers, and Secretaries
  • Register of Substantial Shareholders
  • Register of Controllers
  • Register of Nominee Directors

You may want to refer to a related article:

A Guide to Setting Up a Register of Registrable Controllers

Disclosing your company’s Unique Entity Number (UEN)

A Unique Entity Number (UEN) is the standard identification number for a company to interact with government agencies, such as tax filing. According to the Companies Act, every company in Singapore must have its UEN on its official correspondences with government authorities, business letters, audited accounts, invoices, and any other official notices. 

Getting business licenses and permits

While some businesses in Singapore can operate without any business license or permit, certain business activities are regulated by government authorities that require them to get specific licenses or permits to commence their business activities. Some of these businesses are private schools, travel agencies, liquor distributors, moneylenders, banks, childcare centers, importers/exporters, wholesalers, and retailers of liquors.

Holding an Annual General Meeting

Unless exempted, your company must convene an annual general meeting (AGM) within a specified period after the end of its financial year. A financial year is a period in which your company’s income is assessed and taxed in the following year. 

A public company must hold an AGM within four months after the end of its financial year. Meanwhile, other companies must hold their AGM within six months after the end of their financial year.

For additional information about the AGM, please refer to:

An introduction to Annual General Meetings (AGM) in Singapore

Appointing Auditors

All Singapore companies are required to appoint an auditor within three months of incorporation unless it is considered a “small company” under the Companies Act. Your company is regarded as a “small company” if it fulfills all of the following requirements:

  • Its revenue does not exceed S$10 million per financial year;
  • Its total assets do not exceed S$10 million in value at the end of each financial year; and
  • It has not more than 50 employees at the end of each financial year.

Filing Annual Returns

An Annual Return is an informational document that every Singapore company must file annually with ACRA. It contains crucial company matters such as names of directors, secretaries, shareholders, and even financial statements. 

Commonly, Annual Return filings are done by a registered filing agent on behalf of your company.

Below is a list of information your company must provide when filing its Annual Returns:

  • Company Details. This includes the type of company, UEN, registered office address, details of company officers, and details of registered charges.
  • Shares. You must state the company’s capital structure, such as the number of shares held by various shareholders, the issued share capital, and the amount of paid-up share capital.
  • Financial statements. You must submit financial information in XBRL and financial highlights, if any. However, this does not apply if your company is relieved of this obligation.
  • Date of the AGM. Provide the date of your company’s AGM. However, you do not need to do so if your company is exempted from holding AGMs.
  • Financial Year End (FYE) date. This is the date on which you complete your company’s financial accounting.

Filing Corporate Taxes

Singapore companies must complete their corporate tax returns by filing twice a year with IRAS, the main government agency that collects taxes in Singapore. These filings are as follows:

Estimated Chargeable Income (ECI)

An Estimate Chargeable Income (ECI) is the company’s estimated earnings after deducting taxable expenses for the previous financial year. Your company must file its ECI within three months after the end of its financial year.

In addition, your company must also declare its revenue on an ECI Form. Your company’s revenue refers to its primary source of income and excludes items such as gain on disposal of fixed assets.

Corporate Income Tax Return

After submitting an ECI, your company must also file a Corporate Income Tax Return with IRAS. There are two types of Income Tax Return forms: Form C-S and Form C. Both are declaration forms that your company uses to declare its actual income.

The deadline for filing a  Corporate Income Tax Return is either November 30 for paper filing or December 15 for e-filing.

For comprehensive information about annual filing requirements in Singapore, please refer to:

A Guide to Singapore Company’s Annual Filing Requirements

Registering Goods & Services Tax (GST)

The goods and services tax (GST) is a broad-based consumption tax levied on nearly all supplies of goods and services in Singapore, as well as on imports of goods. In some countries, GST is known as Value Added Tax (VAT).

Your company must register for GST if its taxable turnover at the end of any calendar year is more than S$1 million. However, this requirement may be waived if most of your goods are exported or supplied internationally (“zero-rated supplies”).

As an authorized filing agent, Biz Atom can help you register for GST with IRAS via myTax Portal. 

Notifying ACRA on Changes in the Company

Your company secretary is responsible for notifying ACRA of any changes that occurred in the company. These include:

  • any changes in the director(s) of a company or particulars relating to the director(s);
  • changes to a director’s name or residential address;
  • removal from office following the Act or constitution;
  • disqualification from holding office;
  • appointments/resignations/deaths;
  • annual returns;
  • change of company name;
  • adoption, alteration, and revocation of the constitution; the issue of shares; or
  • any other changes that require updating with ACRA.

It is best to consult a professional corporate services firm before making any changes, as they will be able to advise you of stipulated timelines set by the Companies Act.

Registering for the Central Provident Fund (CPF) & Skills Development Fund (SDF)

There are also some statutory requirements for companies in Singapore concerning their contributions to their employees. Firstly, employers and employees must contribute a percentage of their monthly salaries to the Central Provident Fund (CPF). This is mandatory for all employers whose employees are Singapore Citizens or Permanent Residents earning more than $50.00 a month.

Secondly, employers are required to make the Skills Development Levy (SDL) contributions for all employees. The fund supports workforce upgrading programs and provides training grants to employers when they send their employees for training under the National Continuing Education Training system.

A professional corporate secretary will be able to assist you with all the compliance requirements mentioned above, so you won’t have to deal with any penalty as a result of non-compliance. Please, contact us for more information regarding our services or book a meeting for immediate assistance.

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