Essential Regulatory Compliance Guide for Singapore Companies

Congratulations on incorporating a new company!

A Singapore company confers the advantage of limited liability as well as many tax benefits. However, an incorporated company also faces increased regulatory and compliance requirements.

This article provides an overview of the main compliance requirements that a company faces under Singapore law.

1. A Company Must Have a Registered Office

A Singapore company must have a registered office address to which all government communications and notices may be sent.

This must be a physical location within Singapore and should be open and accessible to the public for at least 3 hours during ordinary business hours, every business day.

If you are planning to rent or purchase a new office property in Singapore, you may wish to refer to our article on moving to a new office for more information.

Companies which do not own or rent a physical property in Singapore may choose to use a virtual office service instead.

These service-providers offer business address and mail-forwarding services for a monthly fee and are thus an affordable option to renting or purchasing a physical office property in Singapore.

2. A Company Must have at Least 1 Singapore-Resident Director

A Singapore company must have at least 1 director who is ordinarily resident in Singapore.

A person can only be appointed as director if he meets the following requirements:

• At least 18 years of age
• Physically and mentally fit
• Is not an undischarged bankrupt
• Is not presently disqualified from acting as a director by the Singapore authorities

Read our other article for more information on appointing a company director in Singapore.

3. A Company Must Appoint a Company Secretary

A Singapore company must appoint at least 1 company secretary to ensure that the company complies with regulatory and reporting requirements in Singapore. The office of company secretary cannot be left vacant for more than 6 months at any one time.

The company secretary must be ordinarily resident in Singapore. A director can also serve as company secretary if he is not the sole director of the company.

4. A Company Must Appoint a Data Protection Officer

Under the Personal Data Protection Act (PDPA), all companies are required to appoint at least 1 Data Protection Officer to ensure that the company complies with the PDPA.

You may wish to refer to our article on appointing a Data Protection Officer for more information.

5. A Company Must Display its Name and Unique Entity Number (UEN) on Required Documents

When a company is incorporated, the Accounting and Corporate Regulatory Authority (ACRA) will provide the company with a Unique Entity Number (UEN), which is an identification number used for government interactions such as tax filing.

A Singapore company is required to display its name and UEN on company documents and communications. Such documents include:

• Business letters
• Statements of account or invoices
• Official notices
• Publications
• Bills of exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credits

The company’s name must also be displayed on its company seal, if any.

Should any person on behalf of the company use or authorise the seal, or sign or authorise any of the above-mentioned documents, without the company’s name, he/she will be guilty of an offence and may be required to pay the amount due (where it involves financial transactions), unless it is paid by the company.

6. A Company Must Maintain Certain Company Registers

A Singapore company is required to maintain certain company registers and records in order to improve corporate governance and transparency.

These may include a:

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

You may wish to refer to our articles on setting up a Register of Controllers and Register of Nominee Directors for more information.

7. A Company Must Comply with Singapore Accounting Requirements

Designating of financial year end

At the time of incorporation, a company must designate a date as its financial year end. This refers to the end of a company’s annual accounting period, which does not necessarily need to fall on 31 December every year.

In determining a financial year end, it may be prudent to consider the company’s business cycles for reporting purposes as well as taxation periods.

For example, companies may wish to designate the financial year end at the end of its business cycle, when most transactions have been concluded and it is easier to obtain an accurate overview of the company’s performance during the year. You may read more about deciding your company’s financial year end in our other article.

Keeping of proper accounts and records

Also, all Singapore companies are required to keep proper financial accounts and records of their transactions, and to maintain such accounts for at least 5 financial years.

As such records may be relatively voluminous and complex, it is highly encouraged to obtain the services of an accredited accounting or book-keeping firm to assist in accounting compliance.

Appointment of auditor

Finally, a company is required to appoint an auditor within 3 months of incorporation, unless it is considered a “small company” under the Companies Act.

A company is considered a “small company” if it is a private company for the present financial year and fulfils at least 2 of 3 requirements below for the last 2 consecutive financial years:

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

The company and every person who fails to comply with any of the above, will be liable to a fine of up to S$5,000 or a jail term of up to 12 months, in addition to a default penalty.

8. A Company Must File Its Annual Returns with ACRA

Unless exempted, a Singapore company is required to file its annual returns with ACRA via the BizFile+ portal.

The annual returns must include the company’s financial statements, such as a statement of financial position (also known as the balance sheet), a statement of changes in equity and a statement of cash flows.

You may wish to refer to our article on filing annual returns for more information.

9. A Company Must Hold an Annual General Meeting Every Year

Unless exempted, a Singapore company must hold its annual general meeting (AGM) within a certain timeframe after the end of its financial year.

Public-listed companies must hold their AGM within 4 months after the end of its financial year. All other companies must hold their AGM within 6 months after the end of its financial year.

Read our other article for more information on holding AGMs in Singapore and how private companies can be exempted from this requirement.

10. A Company Must Pay Corporate Tax Every Year

All companies must pay corporate tax on any chargeable income derived from Singapore or foreign income remitted into Singapore.

Corporate tax must be filed annually by:

• 15 December if filing online; or
• 30 November if the company physically files the Income Tax Return.

Learn more about filing and paying corporate tax in Singapore in our other article.

11. Where Applicable, a Company Must Register for GST

The Goods and Services Tax (GST) is a consumption tax levied on most goods and services supplied in Singapore.

A company is required to register for GST with the Inland Revenue Authority of Singapore (IRAS) if its annual taxable turnover exceeds S$1 million.

This may be done online via the myTax Portal maintained by IRAS, with each application typically taking 2 working days to process.

Once registered with IRAS, the company must charge GST on applicable goods and services at the prevailing rate.

Learn more about the GST registration process in our other article.

12. A Company Must Comply with Employment Regulations

A Singapore company (or business) must comply with the Employment Act when hiring, maintaining or retrenching employees.

Where the company has employees who are Singapore citizens or Singapore Permanent Residents, it must also make contributions to the employee’s Central Provident Fund (CPF) account at the designated CPF contribution rate.

For more information, you may wish to refer to our guide on hiring employees in Singapore.

13. Directors of a Company Must Comply with Disclosure Requirements

Under the Companies Act, a director of a Singapore company must disclose if he has any interest (either direct or indirect) in any transaction/proposed transaction with the company.

He must also declare if he holds any office or property which might result in a conflict of interest with their duties as a director (for example, if he holds directorships or shares in a competitor company).

This is because a director is in a position to influence the company’s decisions and must not abuse his powers for his own gain.

Failure to make adequate disclosure is a criminal offence which could result in a fine of up to S$5,000 for the director or a jail term of up to 12 months.

Furthermore, the director could also be required to account to the company for any profits he obtained due to the non-disclosure.

14. A Company Must Maintain the Proper Licences and Approvals for Its Business

In certain industries, a Singapore company is required to obtain a licence or approval from the relevant regulatory authority in order to commence business activities (such as running a restaurant).

The regulatory authority may also require the company to comply with certain requirements or reporting/inspection obligations before a licence is issued.

Fortunately, the licence application process in Singapore is highly streamlined and business-friendly.

The application can be done through the Singapore government’s GoBusiness portal, which compiles the licensing frameworks of most Singapore statutory bodies into a standardised, one-stop platform.

The licensing process can generally take up to 2 months depending on the specific type of licence.

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We hope that the above guide has been helpful in helping you understand some of the compliance requirements faced by incorporated companies in Singapore.

A professional corporate secretary will be able to assist you with many of these compliance requirements, such as maintaining company registers and filing annual returns, so you don’t get unnecessarily penalised for non-compliance. Check out our competitive rates for corporate secretarial services here.