Singapore Private Limited Companies: An Overview Of The General Statutory Compliance Requirements

Private Limited Company

In this article, you will learn about the general statutory compliance requirements that apply to all the Singapore private limited companies.

These requirements do not intend to be a hindrance to the business owners; rather, its purpose is to provide transparency and business-friendly climate that is beneficial for all stakeholders involved.

Company Secretary

Corporate Secretary Service Singapore

Every Singapore Company must appoint a local resident company secretary that is qualified, certified and duly licensed to handle various legal nuances of the organisation. The said company secretary is expected to have the relevant knowledge, skills, and calibre to perform all the designated tasks and functions with precision and professionalism.

Singapore Resident Director

Any Singapore company provides no limit to the number of directors its organisation can have. However, local residency of at least one individual is a must.

Any person above 18 years of age can be appointed as the director of a Singapore company as long as he or she is a Singapore Citizen, a Singapore Permanent Resident, or with an Entrepreneur Pass or Employment Pass.

The appointed local resident director should not have a history of undischarged bankruptcy, felony, or conviction.

Registered Address in Singapore

Every company in Singapore must have a valid and registered physical address in Singapore which has easy accessibility to public during designated office hours – not just a P.O. Box.

Residential developments, including HDB housing units, cannot be used as a business address, unless given permission or prior approval.

Setting a Financial Year End

Every Singapore Company must have a fixed financial year end date (FYE). For Singapore Subsidiary Companies, its FYE must correspond to the FYE of its parent holding company.

Appointing an Auditor

All Singapore Companies must have an appointed auditor within 3 months of its incorporation – except for exempt private companies (EPCs).

If you want your private limited company to qualify for an exemption of all auditing requirements, take note of the following conditions:

  • Your company’s annual turnover must be lower than S$10 million
  • Your company’s shareholders must be lower than 20
  • Your company’s shareholders must not include any corporate body
  • Registration of GST

    GST (Goods and Service Tax) in Singapore is considered in other countries as VAT (Value Added Tax). This is a basic 7% rate that is added to the selling price of the goods and services. GST-registered organisations must adhere to this tax imposition, and file a quarterly tax return to the government.

    GST registration is required if:

      ✔ The company turnover in the previous 12 months exceeds S$1 million (retrospective basis)
      ✔ The company turnover in the upcoming 12 months is projected to exceed S$1 million (prospective basis)

    Procuring a Business Specific License

    Singapore companies may or may not be required to procure a business license, depending on the nature or type of business they intend to carry out.

    If your company is mandated by the government to procure a license, you must apply for it first before you can start your business operation.

    Financial Record Keeping

    All Singapore companies are required to have a detailed and transparent accounting and financial records, all of which must be maintained for a period of five years. Every director of your company has the right to open, inspect, and evaluate the records – at any time.

    Directors Disclosure

    The directors of the company shall disclose any of the following:

    ▶ Any information appropriate to disclose to avoid perception of conflicts of interest as well as actual conflicts of interest
    ▶ Any material personal interest that may relate to the affairs of the company

    Notification of Changes to the Authorities

    Every Singapore Company must notify the Registrar of Companies of any change made to and within the organisation. Ensure the veracity, adequacy, and timeliness of all information to avoid facing any penalty.

    Company’s UEN Disclosure

    All Singapore Companies must ensure that its registered name and number are displayed on all official notices, invoices, statement of accounts, business letters, publications, etc.

    As of 1 January 2009, all Singapore Companies have been provided with its Unique Entity Number (UEN), which serves as the company’s identification number, and has since replaced all the different identification numbers issued by various government bodies.

    For companies that are incorporated before this period, their ACRA registration number will be their UEN.

    Your company’s Unique Entity Number (UEN) is required for making any business transaction with the government, applying for permits, filing for corporate tax returns, and submitting the employees’ CPF contribution.

    Annual Filing Requirements

    All Singapore companies are required to deal with ACRA (Accounting and Corporate Regulatory Authority) as well as IRAS (Inland Revenue Authority of Singapore) when filing their annual tax return.

    Why is it important to stay compliant?

    Compliance to general statutory requirements makes it easy for joint venture partners and prospective investors to have a clear and better understanding of your company’s financial status, which will in turn, earn their confidence in investing to or working with your organisation.

    More importantly, staying updated on all requirements prevents the directors and officers of the company from encountering any legal consequences.

    What are the repercussions if a company fails to comply with its general statutory requirements?

    In the event that the company becomes negligent of its compliance duties, the directors and officers will be held accountable by both ACRA and IRAS.

    The financial repercussions as well as legal consequences are relatively steep; pertinent business operations may be halted; and directors might even face disqualification notices.

    Stay On Top Of Your Company’s Compliance And Annual Filing Requirements

    Common sense and practical wisdom dictates that hiring a professional corporate services provider is strategic move that will be most beneficial for your company.

    Corporate Services Singapore has a complete suite of services that makes fulfilling of compliance requirements smooth and straightforward. You can rely on our team of experienced specialists to lend your company our combined expertise, ensuring that you can receive timely reminders and alerts for all compliance matters on a regular basis.

Posted in Company Secretarial Service, Corporate Business Tips.