Questions

  1. Do I need a Company Secretary?
  2. Does Singapore Company require a Local Resident Director?
  3. What is the minimum age for one to be Director in Singapore?
  4. What is Financial Year End?
  5. How do I determine my financial year end?
  6. What are the advantages of choosing my year end within 12 month of incorporation?
  7. Who do I file my annual accounts with?
  8. What is Annual General Meeting?
  9. What is the frequency of AGMs?
  10. What is an Annual Returns?
  11. When must I file my Annual Returns?
  12. When must I appoint Auditors?
  13. Who are exempted from auditing their company accounts?
  14. What are dormant companies?
  15. What is GST?
  16. Do I have to register for GST?
  17. What are the Conditions for voluntary GST registration?
  18. What is Directors Disclosure?
  19. When do I need to Notify Changes in the company?
  20. What are the basic Singapore Company Compliance Requirements?
  21. Do I need to display my Company Registration Number?
  22. Who is subjected to Singapore Statutory Compliance?
  23. What is ECI?
  24. What are the inputs required in the ECI?
  25. Do I have to submit ECI even if my company is dormant?

Answers

  1. Do I need a Company Secretary?

    Singapore Company Act requires all Singapore companies to have at least one local resident company secretary.

  2. Does Singapore Company require a Local Resident Director?

    Singapore Company Act requires all Singapore incorporated company must have at least one director who is “ordinarily resident in Singapore” i.e. Singapore Citizen, Singapore Permanent Resident, or a person who has been issued with a work pass such as EntrePass/Employment Pass/Dependant Pass.

  3. What is the minimum age for one to be Director in Singapore?

    Any person above the age of 18 years may be appointed as a director. However, certain individuals e.g. bankrupts, are disqualified from holding director positions.

  4. What is Financial Year End?

    Financial Year End is the end of company accounting period normally recurring every 12 months.

  5. How do I determine my financial year end?

    Every newly incorporated company must fix a financial year end. In Singapore you have the option of choosing your FYE within 18 months of your company’s incorporation date.

  6. What are the advantages of choosing my year end within 12 month of incorporation?

    If you were to choose your Financial Year end within 12 months, you will enjoy the full S$100,000 tax exemption for exempt companies.

  7. Who do I file my annual accounts with?

    Annual accounts are required to be filed with ACRA (Registrar of Companies) and IRAS (Inland Revenue Authority of Singapore) unless exempted.

  8. What is Annual General Meeting?

    All Singapore incorporated companies are required to hold an Annual General Meeting, or ("AGM") of shareholders at which decisions are taken on the company’s business. The 'ordinary' business of the AGM is repeated every year and includes accepting the company's accounts for the year and agreeing the proportion of a company’s profits that will be paid back to shareholders as a dividend.

  9. What is the frequency of AGMs?

    All Singapore incorporated company must hold an Annual General Meeting (AGM) once every calendar year.
    The first AGM must be held within 18 months of its incorporation.

  10. What is an Annual Returns?

    An annual return is the annual filing requirement that maintains your corporation’s existence and verifies the information we have in our records is correct.

  11. When must I file my Annual Returns?

    Every company must lodge an Annual Return within 1 month of its AGM.

  12. When must I appoint Auditors?

    A company if not exempted from audit requirements must appoint an auditor within 3 months from the date of incorporation.

  13. Who are exempted from auditing their company accounts?

    Singapore companies Act exempt the followings companies from audit:
    • have less than 20 shareholder ( exempt Private Limited Company)
    • No Corporate shareholders
    • Annual turnover does not exceed S$5m
    • Dormant companies

  14. What are dormant companies?

    Company that has no accounting transactions for the start of the financial year end or has not started business since its inception.

  15. What is GST?

    Goods and Services Tax (GST) is a consumption tax that is levied on the supply of goods and services in Singapore and the import of goods into Singapore.

  16. Do I have to register for GST?

    In most cases, registering for GST is compulsory when:
    • the turnover of your business is more than $1 million for the past 12 months; or
    • you are currently making sales and you can reasonably expect the turnover of your business to be more than $1 million for the next 12 months.
    Otherwise, you can choose to be voluntarily registered for GST. Companies with annual revenue of below S$1million, GST registration is optional.

    You may apply for voluntary GST registration even though you are currently not liable for compulsory registration.

  17. What are the Conditions for voluntary GST registration?

    • Your annual turnover is not more than $1 million, or
    • You only supply goods outside Singapore (out-of-scope supplies), or
    • You make exempt supplies of financial services that are also deemed as international services

  18. What is Directors Disclosure?

    A Director shall disclose to the company:
    • any material personal interest they have in a matter which relates to the affairs of the company; and
    • any other interest which the Director believes is appropriate to disclose in order to avoid an actual conflict of interest

  19. When do I need to Notify Changes in the company?

    ACRA has to be notified every time there is a change in the company structure such as:
    • Shareholder or to its officers,
    • Change in particulars i.e. passport number, nationality, residential address of the director/shareholder/s,
    • Change of financial year end,
    • Change of registered office address, etc.,
    Failure to do so will incur penalties.

  20. What are the basic Singapore Company Compliance Requirements?

    • must have a local registered address
    • must have a Singapore resident company secretary
    • must have at least one Singapore resident director
    • must appoint an auditor if there is a corporate shareholder and/ or annual turnover is above S$ 5 million
    • must notify ACRA of any changes in the company’s registered particulars
    • must hold an Annual General Meeting (AGM) within 18 months from the date of incorporation; subsequent AGMs must be held every calendar year, with intervals between each AGM not exceeding 15 months.
    • Must comply with annual Statutory filing requirements of Singapore company registrar (ACRA) and Singapore tax authorities. (IRAS)

  21. Do I need to display my Company Registration Number?

    The Singapore Companies Act now requires every company to have the Company name and registration number on all business letters, statements of account, invoices, official notices and publications.

  22. Who is subjected to Singapore Statutory Compliance?

    Both local and foreign companies registered in Singapore are subjected to statutory compliance in Singapore.

  23. What is ECI?

    ECI is Estimated Chargeable income.
    Companies are required to declare the revenue amount and estimated chargeable income by filing ECI form with IRAS within 3 months of the financial year end of the company.

  24. What are the inputs required in the ECI?

    You will need to declare the company’s estimated turnover and this excludes items like capital gains on disposal of fixed assets.

  25. Do I have to submit ECI even if my company is dormant?

    Even if the company estimates its chargeable income as zero, it still has to file a "Nil" ECI.