Company Statutory Compliance FAQs
Singapore Companies Act Section 171 of the Companies Act requires a company to appoint a Singapore resident company secretary. All Singapore Companies must appoint a Company Secretary to handle on-going statutory compliance matters. AsiaBiz will act as the named Company Secretary for your Company to comply with the Companies Act.
Yes. The Company Secretary is the officer of the company and his/or her name must be registered ACRA Records.
The company secretary is usually responsible for establishing and maintaining the company’s records. Monitoring and ensuring compliance with relevant legal requirements, particularly under the Companies Act are adhered on a timely basis.
- any changes in the director(s) of a company or particulars relating to director(s)
- changes to a directors name or residential address
- removal from office in accordance with the Act or constitution
- annual return
- change of company name
- adoption, alteration and revocation of constitution
- issue of shares
- any other changes that requires updating with ACRA
Our annual fee for acting as the company secretary includes the following:
- Providing one qualified person as Secretary of your company including named Company Secretary in ACRA Records for 12 months
- Preparation of forms to be filed with the ACRA
- Maintaining the statutory books and preparation of all relevant minutes for directors and shareholders meetings
- Share transfer forms and any other documentation normally required in the field of Company Secretarial work.
- ACRA and IRAS various statutory Compliance Alert & Reminders via Email.
*Non-routine corporate secretarial services are charged on a time-cost basis. ACRA – Accounting & Corporate Regulatory & Authority
Secretarial matters of non-routine nature will be chargeable on a per request basis and all out of pockets expenses. Examples include:
- Increase of paid-up capital
- Change of shareholding
- Change of M&A
- Change of directors
- Opening of additional bank accounts
- Change of registered address
Singapore Company Act requires all Singapore companies to have at least one local resident company secretary.
Financial Year End is the end of company accounting period normally recurring every 12 months.
All newly incorporated companies must fix a Financial Year End (FYE) date. In Singapore you have the option of choosing your FYE within 18 months of your company’s incorporation date.
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.
Annual accounts are required to be filed with ACRA (Registrar of Companies) and IRAS (Inland Revenue Authority of Singapore) unless exempted.
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.
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.
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.
All Singapore Companies are required to lodge an Annual Return within 1 month of its AGM.
A company if not exempted from audit requirements must appoint an auditor within 3 months from the date of incorporation.
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$5m
- Dormant companies
Company that has no accounting transactions for the start of the financial year end or has not started business since its inception.
A Director shall disclose to the company:
- any material personal interest they have in a matter which relates to the affairs of the company; and
- any other interest which the Director believes is appropriate to disclose in order to avoid an actual conflict of interest
ACRA has to be notified every time there is a change in the company structure such as:
- Shareholder or to its officers,
- Change in particulars i.e. passport number, nationality, residential address of the director/shareholder/s,
- Change of financial year end,
- Change of registered office address, etc.,
Failure to do so will incur penalties.
- local registered address
- Singapore resident company secretary
- at least one Singapore resident director
- appoint an auditor if there is a corporate shareholder and/ or annual turnover is above S$ 5 million
- notify ACRA of any changes in the company’s registered particulars
- 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.
- comply with annual Statutory filing requirements of Singapore company registrar (ACRA) and Singapore tax authorities (IRAS).
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.
Both local and foreign companies registered in Singapore are subjected to statutory compliance in Singapore.
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.
You will need to declare the company’s estimated turnover and this excludes items like capital gains on disposal of fixed assets.
Even if the company estimates its chargeable income as zero, it still has to file a “Nil” ECI.
Directors of the company are legally responsible and accountable for complying with the requirements of the Singapore Companies Act. Failure to comply with the statutory compliance requirements is an offence and may result in fines or prosecution.
Directors have a fiduciary duty to their company whereby they must be loyal to the company and must act honestly and in good faith when exercising their powers.
Changes in certain statutory information (e.g. notification of a change of registered office address, appointment or resignation of directors, secretaries, or auditors, allotment of shares) must be lodged with the ACRA on the prescribed forms within specified time limits as stipulated by the Companies Act.
In addition, an annual return must be filed with the ACRA together with a copy of the audited accounts of the company within one month from the date of the annual general meeting of the company unless it is an exempt private company (a private company whereby its shares are not held directly or indirectly by any corporation and which has not more than twenty members). An exempt private company has to file an exempt private company certificate which states that the company is in a position to meet its liabilities as and when they fall due and that a set of audited accounts has been laid before the company at the annual general meeting.
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