2024 Post-Incorporation Guide: Key Requirements for Singapore Companies

Congratulations on getting your company incorporated in Singapore! However, the work does not end there. As a business owner, you must stay on top of the post-incorporation requirements of a company to comply with the regulations. Even if Singapore is known for being business-friendly, there are still several statutory obligations that you need to fulfill.

In this updated guide for 2024, we will walk you through these requirements to give you a solid foundation in navigating the post-incorporation landscape. Keep reading to ensure a smooth start for your company.

Obtaining Key Documents

After incorporating your company, you will need to secure two essential documents. These will serve as your company’s official identification.

The first one is the Certificate of Incorporation. The Accounting and Corporate Regulatory Authority (ACRA) will notify you via email confirming your company’s registration. This email is your official “Certificate of Incorporation” and includes your unique business registration number.

Tip: Save this email carefully because you will often need to reference your registration number for various business transactions. If you need a hard copy, you can request one from ACRA for a fee of 50 SGD.

The second document officiating your identification as a company is the Business Profile (BizFile). ACRA provides this document free of charge along with your incorporation notification. Think of the Bizfile as your company’s ID card. It contains the following important information such as:

• Company name and registration number
• Date of incorporation
• Principal activities
• Paid-up capital
• Registered address
• Shareholder and director details

Many government agencies, banks, and business partners will request your Bizfile for verification purposes. Here is a tip: keep your Bizfile up to date. Any changes to your company information should be updated immediately with ACRA. All we want to happen is to make sure that this important document is accurate as soon as changes happen.

Practical advice you can follow

• Store digital copies of both documents securely and make sure that authorised personnel know how to access them.
• Remember that your Bizfile is a public document. Anyone can purchase it from ACRA so it’s best that you maintain transparency and accuracy in your company details.

Opening a Corporate Bank Account

This step is highly recommended after incorporating your company. The main goal is to separate business transactions from personal ones and make it easier to track cash flows and income for tax purposes.

Required Documents

To open an account with the bank, you will usually need to provide:

• Corporate Account Opening Form (specific to each bank)
• Directors’ Resolution authorising the account opening
• Certified True Copy of the Company’s Business Profile (Bizfile)
• Identification and proof of address for all directors, signatories, and ultimate beneficial owners
• Initial deposit amount (varies by bank)

Bank Requirements

1. Every bank has its own Know-Your-Client (KYC) forms. You should be prepared to furnish important and detailed information about your business operations and source of funds.
2. Some banks now offer virtual onboarding for foreign directors but this is often done on a case-by-case basis.
3. Shareholders must deposit their share capital into the company’s account as part of the initial capital requirement.

Tips for a Smooth Process

• Research different banks to find one that suits your business needs. Consider factors like international transfer fees, online banking features, and minimum balance requirements.
• Prepare a clear business plan. Banks often want to understand your business model and projected financials.
• If you are a foreign entrepreneur, some banks may require you to be physically present in Singapore to open the account. Plan your trip accordingly or look for banks offering remote account opening.
• Be patient. The process can take anywhere from a few days to several weeks. That depends on the bank and your company’s profile.
• Consider seeking assistance from a corporate service provider who can introduce you to banks and help streamline the application process.

GST Registration

GST registration is one of the post-incorporation requirements of a company. It is crucial for businesses in Singapore to understand and comply with Goods and Services Tax (GST) requirements. Here is what you need to know.

Eligibility Criteria

If your company’s annual turnover exceeds or is expected to exceed 1 million SGD, you must register for SGT. Even if you are below the threshold, you can choose to register voluntarily if it benefits your business.

Registration Process

The very first step is to determine your liability. Assess your turnover to see if you meet the mandatory registration threshold. Then prepare the necessary documents. These are the:

1. Latest financial statements
2. Revenue projection for the next 12 months
3. Business profile from ACRA
4. Bank account details

Upon completing them, only then you can file your application through the IRAS myTax Portal. IRAS typically processes applications within 10 working days.

Points You Should Note

• Once registered, you must charge and collect GST on taxable supplies made to your customers.
• You’ll need to file GST returns, usually on a quarterly basis.
• Keep detailed records of your sales, purchases, and GST collected and/or paid for at least five (5) years.

Tips For You

• You must plan ahead. If you notice you are approaching the 1 million SGD threshold, start preparing for GST registration early.
• If it’s within your budget, consider accounting software. Many accounting packages have GST tracking features to simplify compliance.
• Then understand GST implications. Being GST-registered can affect your pricing strategy and cash flow.
• If you are unsure about GST matters, then seek professional advice. Either consult with a tax professional or use IRAS’s e-Tax guides (see GST: Assisted Self-Help Kit (ASK) Annual Review Guide).

Benefits of GST Registration

• Ability to claim input tax on your business purchases
• Potential competitive advantage when dealing with other GST-registered businesses
• Perception of being a larger, more established business

Remember that proper GST management is not only about “having to comply” with regulations. Think like this: it is an important aspect of your business strategy.

Obtaining Necessary Business Licences

Certain activities required specific licences or permits. The licence requirements depend on your business activities, not your industry classification. This is the first thing to keep in mind. Some businesses may need multiple licences if they engage in various regulated activities.

Common Business Licences in Singapore

Here are some common licences that you may get depending on the nature of the business activity.

To apply for a licence or just want to know if your activity requires licence or permit, visit GoBusiness Licensing and take advantage of their “Search Licence” feature.

Steps to Obtain a Business Licence

If in case that your company needs a licence or permit to continue with its activities, here are the steps you must take to get one.

• Use the GoBusiness Licensing portal to determine which licences you need.
• Prepare the needed documents. These usually include:
  1. Company registration details
  2. Details of key personnel
  3. Relevant qualifications or certifications
  4. Premises information (if applicable)
• Submit application. Most applications can be done online through the GoBusiness Licensing portal.
• Pay fees. Licence fees vary depending on the type of licence and duration.
• Wait for approval. Processing times differ based on the licence type.

Important Considerations

• Some licences may require your premises to meet specific criteria or pass inspections. For instance, if you are getting a food shop licence, your premises should pass the Singapore Food Agency (SFA) inspection.
• Certain licences may necessitate your staff to have particular qualifications or experience.
• Many licences need regular renewal. Mark these dates in your calendar to make sure you are consistently complying.

Appointing Key Personnel

As one of the post-incorporation requirements of a company, appointing certain key personnel will also help you comply with local regulations. The following are the essential appointments you need to make.

Company Secretary

Every company must appoint a company secretary within six months of incorporation. They must be a natural person and a resident in Singapore. For public companies, the secretary must be professionally qualified.

Quick tip: consider engaging a professional corporate secretarial service to fully comply and ensure that you get an expert one.

Auditor

Most companies now qualify for audit exemption. You only need to conduct an audit if your company meets any of these criteria:

• Annual revenue exceeds 10 million SGD
• Total assets exceed 10 million SGD
• More than 50 employees

The time frame for appointing an auditor is, if required, within three months of incorporation.

Chief Executive Officer (CEO)

Even if appointing a CEO is not legally required for a newly incorporated company in Singapore, you may choose to do as many companies also have a senior executive to manage the daily operations. The role of a CEO may be the same as or different from that of a Managing Director, depending on the company’s structure and designations used.

If you choose to appoint a CEO, this appointment must be lodged with ACRA within 14 days.

Director

Your company must have at least one director who is ordinarily resident in Singapore. This is the minimum requirement for appointing a company director. The qualifications are they must be at least 18 years old and have full legal capacity. Their responsibilities are to oversee company management and strategy and ensure compliance with laws and regulations.

Key Considerations in Appointing Company Personnel

1. Be sure that all the appointed individuals meet all legal requirements for each key position.
2. Keep ACRA updated on any changes in personnel appointments. Refer to this guide on how to update your company’s information.
3. For foreign entrepreneurs, consider appointing a local director to meet residency requirements.

Meeting Annual Filing Requirements

Maintain your company’s good standing by meeting the yearly filing requirements. Here are the requirements that you need to be aware of.

Annual General Meeting (AGM)

You must hold your first AGM within 18 months of incorporation. The following Annual General Meetings should be held annually, as its name implies, with no more than 15 months between meetings. The purpose of an AGM is to review financial statements, elect directors, appoint auditors (if required), and address other business matters.

There is an exemption to conducting AGMs. Private companies can opt to dispense with AGMs by passing written resolutions for matters that would have been documented at an AGM and include them during annual return filings.

Annual Return

The deadline for filing annual returns is seven (7) months after the financial year-end for non-listed companies and five (5) months for listed companies. The content of your annual return must include the key company information, financial statements, and confirmation of compliance with various regulatory requirements. Then submit electronically via ACRA’s BizFile+ portal. This how-to guide may help you navigate the process of filing an annual return.

Financial Statements

To prepare your financial statements, compile them in accordance with the Accounting Standards set by ACRA. Submit them along with the Annual Return, unless your company qualifies for exemption.

Corporate Tax

You must submit Estimated Chargeable Income (ECI) within three (3) months after the financial year-end. File your company’s Form C-S/Form C by 30 November (or 15 December for e-filing annually. And then settle any tax due within one month from the date of the Notice of Assessment.

Points to Remember

1. Mark these deadlines in your corporate calendar to comply on time.
2. Keep accurate and up-to-date financial records throughout the year to simplify the filing process.
3. Consider using accounting software that aligns with Singapore’s reporting requirements.
4. Stay informed about any changes in the filing requirements and deadlines.

Handling Employment Matters

As your company grows, you will likely need to hire employees. We will discuss important employment matters you should know to stay afloat.

Work Passes for Foreign Employees

• Employment Pass (EP)
  1. For foreign professionals, managers and executives
  2. Minimum qualifying salary is 5,000 SGD (to increase to 5,600 SGD in 2025) for all sectors except financial services and 5,500 SGD (to increase to 6,200 SGD in 2025). It is higher for older and more experienced candidates
  3. Submit an application online through MOM’s EP Online portal
• S Pass
  1. For mid-level skilled workers
  2. Minimum qualifying salary is 3,150 SGD per month
  3. Subject to quota and levy
• Work Permit
  1. For semi-skilled foreign workers in specific sectors
  2. Also subject to quota and levy
• Entrepreneur Pass (EntrePass)
  1. For foreign entrepreneurs starting businesses in Singapore
  2. Requires specific innovative criteria to be met

Important Employment Regulations

• Employment Act
  • Covers basic terms and working conditions for employees
  • Stipulates minimum requirements for annual leave, sick leave, and working hours
• Central Provident Fund (CPF) Contributions
  • Mandatory for Singaporean employees and Permanent Residents
  • Employers must contribute their share (varies based on employee’s age and wage)
• Skills Development Levy
  • Mandatory monthly contribution to support workforce upgrading programs
  • 25% of the employee’s monthly remuneration, with a minimum of 2 SGD
• Work Injury Compensation Insurance
  • Mandatory for manual workers and non-manual workers earning 2,600 SGD or less per month

Practical Tips to Handle Employment Matters

1. Familiarise yourself with the Employment Act to ensure compliance with basic labour laws.
2. Create clear employment contracts that outline job responsibilities, compensation, and terms of employment.
3. Implement a proper payroll system to manage CPF contributions, SDL, and other statutory requirements.
4. Stay informed about changes in employment laws and work pass requirements.
5. Consider engaging a professional HR service provider for complex matters or as your team grows.

Important Considerations

• Make sure you have fair employment practices and that they adhere to the Tripartite Guidelines on Fair Employment Practices.
• Implement proper onboarding processes for new employees.
• Regularly review and update your HR policies to stay compliant and competitive.
• Be aware of notice periods and regulations regarding termination of employment.

Other Essential Requirements

We have covered major post-incorporation requirements of a company, but there are several other essential tasks that you need to complete to make sure that your company is fully compliant and operational.

Registering for Corppass

Corppass is a corporate digital identity for businesses to transact with government agencies online. This is needed for accessing various government e-services including tax filing and work pass applications. To register, visit the Corppass website and follow the registration process. Quick tip: Assign a Corppass admin who will manage access rights for your company.

Adopting a Company Seal

The company seal is used to emboss important company documents and the date of adopting a seal should be decided in your first board meeting. Even if this is not mandatory for all documents, it is still commonly used for share certificates and some formal contracts. Quick tip: Keep the company seal secure and limit access to authorised personnel only.

Issuing Share Certificates

Share certificates must be issued to all shareholders. This legal document should include the company name, shareholder’s name, number of shares held, and any specific rights attached to the shares. Issue these certificates as soon as possible after incorporation or after any new share issuance. Quick tip: keep a register of shareholders updated alongside the share certificates

Setting Up Statutory Registers

These registers are a part of the administrative records and properly maintaining and updating them according to changes in company structure or shareholding is a legal requirement. The types of registers to maintain as official books are shareholders, directors, company secretaries, and transfers of shares and they must be kept at the registered office address. Quick tip: Consider using a corporate service provider to maintain these registers accurately.

Implementing a Document Retention Policy

A document or record retention policy is a set of guidelines dictating how long you must keep records and when you should dispose of them. There are documents that must be kept for specific periods as per Singapore law so it’s recommended that you implement this policy. For example, financial records (5 years) and employee records (latest 2 years for the current employees; same with ex-employee, their last 2 years of employment should be kept for a year after the employee leaves employment.

A DRP is crucial for tax audits, legal compliance, and good corporate governance. Quick tip: Create a clear policy and use a mix of physical and digital storage for redundancy

Setting up Proper Accounting Systems

You are required to maintain proper accounting records that sufficiently explain company transactions. There are two options for you to set this up, either hire an in-house accountant or outsource to a professional firm. Their roles are essential for three key areas: financial reporting, tax compliance, and business decision-making. Quick tip: Consider cloud-based accounting software for ease of access and real-time financial insights.

Conclusion

Company registration in Singapore is just the beginning of your entrepreneurial journey. The post-incorporation requirements of a company can be time-consuming and can potentially distract you from growing your business. Lighten your burden by outsourcing core functions like accounting, secretarial services, and payroll to a trusted provider like Corporate Services Singapore.

Let the experts handle the compliance details while you focus on building a successful company in Singapore. Talk to us now to initiate this partnership.