Post Registration Compliance Management in Singapore- An Overview

According to the requirements of the Singapore Law, it is necessary that the post-formation and ongoing requirements prescribed by the law are fulfilled by the companies registered in Singapore. If a company is fully compliant, it helps in protecting the personal assets of the owners and keeps the company in good standing with respect to its state of incorporation.

Enterslice advises and assists in the preparation of a business calendar that records all the important steps and guidelines to be met by your company.

Post-Registration Compliances for companies in Singapore to be done within 1 year of incorporation

Following are some of the important compliances that every company registered in Singapore needs to fulfil within a year of incorporation:

1. Appointment of Company Secretary: Every company has to appoint a qualified Company secretary within a period of 6 months from the date of incorporation of the company in Singapore. Such a company secretary should be a resident of Singapore.
2. Physical Registered address: Every company has to provide a physical local registered address of the company in Singapore. This address should be open to the public during normal working office hours.
3. Appointment of Resident Director: Every company is supposed to appoint at least one resident director for the Singapore company. Such director should be at least 18 years old and not charged with any malpractices. The director should not be bankrupt. Every company is allowed to appoint any number of resident or non-resident directors provided they meet the same qualifications.
4. Appointment of Auditor: Every company needs to appoint an auditor within a period of 3 months from the date of incorporation. After the 2015 amendment, a company can qualify for audit exemption if the company fulfils at least two of the below-mentioned conditions in the last 2 Financial Year Ends:

• Total annual revenue should not be less than $10 million SGD.
• Total assets worth should not be more than $10 million SGD.
• Total number of employees is not more than 50

5. GST registration: if the actual or project annual revenue of a Singaporean company exceeds the amount of $1 million SGD, Goods and Services Tax (GST) registration becomes necessary, also known as VAT or Sales Tax in other countries. The GST chargeable on the services and goods sold is 7% and the amount is remitted to the authorities.
6. Business licenses: The company also needs to obtain one or more business licenses before initiating business operations. The business activities included under this category include restaurants, travel agencies, education institutions, financial services and export-import-related businesses.
7. Register of Controllers: Companies are required to maintain a physical or digital register of controllers of the company from 31^st March 2017 onwards. Such a register must be physically accessible in Singapore.
8. Public Register of Members: Even if you are running a foreign company, you are required to maintain a public register of members (and shareholders in case the company offers shares) apart from the register of controllers.
9. Accounting Records: The company is required to maintain the required accounting records explaining the financial transactions and position of the company. The accounting records are required to be preserved for a period of at least 5 years after the related transactions have been completed.
10. Disclosures: The directors of the company need to make disclosures regarding any material personal interest related to the affairs of the company and any information that is necessary to avoid an actual or perceived conflict of interest.
11. Make changes in the company’s particulars: The company is also required to inform the ACRA about the reportable changes taking place in the company within the specified timeframe failing which penalties may accrue.
12. Publishing UEN: the company is required to publish the Unique Entity Number (also known as the company registration number) on all the official correspondences of the company.
13. Filing of Annual Returns: The company is also required to file the annual returns with the ACRA and the tax returns of the company with the Inland Revenue Authority of Singapore.

Major Post-Registration Compliances for companies Singapore Companies

Following are the major post-registration compliances that are required to be met by all the Singapore companies after their successful incorporation:

1. Opening of a Bank Account

After the successful incorporation of a company in Singapore, the first thing that every company should undertake is the opening of a bank account under the name of the company or commonly called a corporate bank account. Singapore being a financial hub, has a host of banks offering a number of financial services. Every bank has its own set of requirements for the opening of a corporate bank account. The differences can lie in the set fee charged by the banks. Some banks may or may not charge such fees from the companies at all.

With the Anti-money laundering/ Combating of Financing of Terrorism compliances getting stringent, Singapore banks undertake the KYC processes at the time of opening a corporate bank account. These procedures affect the speed of the opening of bank accounts. In furtherance of AML compliances, bank representatives may also request the directors or business owners of the company to understand their business.

2. Convening the First Board Meeting

During the early stages of the company, the directors are required to convene the first board meeting or pass the first board resolution relating to the organisational requirements of the company which includes the following:

• Adopting the constitution for the company to regulate the internal affairs of the company
• Adopting the official seal for the company
• Authorising the issuance of shares and other types of securities
• Appointment of officers
• Confirming the registered office address for the company
• Confirming the first financial year of the company
• Appointment of the auditor for the company
• Making arrangements with the bank
• Taking care of other necessary businesses of the company

3. Adopting the seal for the company

An official seal of the company is required for sealing the official necessary papers of the company. These seals bear the company’s name and registration number. The official seal is kept under the authority of the company secretary and must be authorised by the board prior to use each time. The necessary papers on which the seal is affixed should be countersigned by any two directors or 1 director and the company secretary of the company.

4. Issuing share certificates and other types of securities

It is mandatory for all Singapore-registered companies to issue share certificates to all their shareholders. These certificates are issued under the seal of the company. Share certificates are reissued when the shares are being transferred, consolidated, split or reclassified.

5. Appointing the company secretary for the company

Every company is required to appoint a company secretary who is tasked with the administrative and reporting duties of the company. In case there are any changes made to the particulars of the company secretary, the company must notify the ACRA within a period of 14 days from the date such change has been made.

6. Appointing the CEO of the company

A company has the option to appoint any one or more than one person who is principally responsible for the management of the affairs of the company. Be it an appointment or changes made to the particulars of the CEO, the company is required to notify ACRA within 14 days of such appointment or changes so made in the particulars.

7. Selecting the Financial Year End for the company

It is upon the company to decide the financial year end of the company. The duration of the company’s financial year end cannot exceed 18 months durations after the date of its incorporation.

8. Appointment of Auditor

All Singapore-registered companies are required to appoint an auditor unless they are dormant companies or satisfy any of two conditions out of the following three conditions:

• The total revenue of the company should not have crossed the mark of $ 10 million SGD.
• The value of the total assets of the company for a financial year should not have crossed the threshold of $ 10 million SGD.
• The full-time employee working for the company at the end of the financial year should not exceed the number of 50.

9. Maintaining the statutory books for the company

Every company in Singapore is required to maintain the prescribed statutory books such as the register of beneficial owners or commonly called registrable controllers, and the register of nominee directors. These records are supposed to be maintained at the registered address of the company in Singapore. Other details that these records are supposed to maintain are:

• Information about the corporate officers, such as the directors, shareholders, secretaries and auditors
• A list of shareholders, the number of shares they own and the details of the share transfer
• Resolutions and the minutes of meetings at the AGM

10. Arrangement of Work Passes

If the foreigners wish to legally live and work in Singapore, they will need to obtain work passes. Different types of work passes that are available are S pass, Employment pass and work permit. Each type of work pass has its own set of rules and requirements.

It must be noted that there is no quota for an Employment pass. However, in the case of S Pass and work permit, it is necessary for a company to hire a percentage of local staff before hiring foreign staff. Speak to the experts at Enterslice to know what kind of business pass can be obtained by your business.

11. Recruitment and Hiring of Staff

Depending on the kind of commercial activities undertaken by your business, your company will need to hire employees. Singapore offers a population that is highly skilled to perform various tasks for your business. Like every other country, Singapore encourages companies to hire local talent. However, this does not mean that they do not attract foreign talent.

According to the law, employers are required to enter into legally binding contracts with every employee of theirs to avoid confusion and ensure clarity. In furtherance of that, companies usually prepare employee handbooks which clearly spell out more detailed policies.

Major compliance in the area of recruitment and hiring of staff in Singapore lies in payroll compliance. It is mandatory for a company to make contributions to the Central Provident Fund for Singapore citizens and PR holders. A skill development levy (SDL) is charged to all staff. All the staff members must be provided with payslips with the mandatory information.

12. Business Licensing

There are a number of businesses in Singapore that need to obtain a business license from the appropriate licensing authorities before beginning their business operations in Singapore. Some of the businesses that include obtaining business licenses are as follows:

• In order to start an employment agency, regulatory approval from the Ministry of Manpower is required.
• If you wish to open a travel agency, then a license has to be obtained from Singapore Tourism Board.
• If you want to start Funds services, then approval has to be obtained from the Monetary Authority of Singapore.
• If you want to open a Food and Beverage business, a license has to be obtained from the National Environment Authority.
• If you want to enter into the sale and distribution of liquor, approvals have to be obtained from the Singapore Police Board.

13. GST Registration:

The registration for Goods and Services Tax (GST) is similar to the system of Value Added Tax (VAT) in other jurisdictions. In Singapore, the GST is levied at the rate of 7% on the sale of goods and services. The law states that if the annual turnover of a company in Singapore exceeds the amount of $1 million SGD or is projected to exceed this mark, then the business has to compulsorily register for GST registration. The returns of GST are supposed to file every quarter.

In order to claim and charge GST, the business had to get itself registered for GST. There are provisions for a business to opt for voluntary registration for GST. However, such voluntary registration is based on certain conditions prescribed by law.

A company is supposed to register for GST within a period of 30 days from the date when the liability or the projection arises. Late registration results in one of the following consequences:

• The registration will be considered backdated from the time when the company became liable for registration;
• Account for and pay GST on the sales made in the past starting from the effective date of registration even if the company did not collect any GST from the customers;
• A fine can extend up to $10,000 SGD and a penalty equal to 10% of the GST that was due.

Having a sound understanding of GST registration in Singapore is necessary before initiating your business operations in Singapore. If you want to know whether your business falls in the category of obtaining GST registration, speak with the experts at Enterslice.

14. Establishing an Accounting System

It is very important to keep track of all the financial transactions taking place in your business not only to track the accuracy of income and expenses taking place in your business but also from the standpoint of meeting the tax regulations which mandate every company to maintain the business records of their transactions.

Having an accounting software can be a solution to manage the task of maintaining the accounts of the company. Implementation of such an accounting system should not be delayed. Instead, this system should be established before in your company before initiating the business of the firm. In order to establish an accounting system suitable to the needs and requirements of your business, contact the experts at Enterslice to assist you in the selection of these systems and training your personnel.

An alternative to this is outsourcing this function to an external accounting firm. During the initial years of business operations, the requirements of the company are limited, and there is no need to maintain full-time staff for such a function. Therefore, it is advised by experts to outsource this function to make the accounting process cost-effective.

15. Securing Business Insurance for the business

Businesses are also required to obtain several types of business insurance, such as general liability insurance, Workers' compensation insurance etc. While purchasing a business operation for your company, the promoters should take the assistance of a good insurance broker. Business insurance needs to expand with the expansion of business.

16. Financial Accounts Preparation

As mentioned before annual financial accounts have to be prepared by every company. The financial accounts are supposed to be prepared in accordance with the Singapore Financial Reporting Standards (FRS). These standards have been prescribed in the Singapore Companies Act and are known as FRS. The financial accounts prepared in Singapore must consist of the following particulars:

• The statement of comprehensive income;
• The Director’s statement;
• The statement of changes in equity;
• The state of Financial Position;
• Notes to the Financial statement; and
• The Statement of cash flows.

It must be noted that the FRS is framed on similar lines of International Financial Reporting Standards (IFRS). Every company, unless exempted, is required to provide its audited financial statements, in XBRL, within a period of 1 month from the date of convening its Annual General Meeting.

The exemption from submitting the audited financial statements is available for small private companies who follow any of the two criteria from the following three criteria provided below:

• The total annual revenue of the company is less than $ 10 million SGD
• The total assets of the company are less than $ 10 million SGD
• The company has less than 50 employees.

17. Convening Annual General Meeting (AGM)

Every company is required to hold an Annual General Meeting (AGM) within a period of 6 months from the end of the financial year-end. For holding an AGM, the company must take into account the following points:

• The first AGM must be held within a period of 18 months from the date of its incorporation;
• The private companies have been permitted to dispense with AGMs if at a general meeting of the company all the members have voted to that effect. The condition is that all the members have to vote to this effect that have voting rights;
• The private companies can exempt holding of AGMs if the company is a relevant dormant company or the financial statements of the company are sent to the persons that are entitled to attend such meetings not later than 5 months after the financial year-end.

Every act transacted at an AGM shall be transacted by way of written resolutions. 

18. Filing of Annual Returns

Every company is required to submit annual returns with the ACRA within a period of 7 months from the end of the financial year. The annual returns must contain the particulars of the registered address, officers of the company, and auditors. A full set of accounts prepared in the XBRL format has to be submitted along with the Annual Returns.

However, there are certain companies that have been exempted from attaching their accounts to their annual returns. These companies are as follows:

• Exempt private companies that are solvent. These companies do not have corporate shareholders, and the shareholders are less than 20 in number.
• The relevant dormant companies.

19. Filing of Annual Tax Returns

All the eligible companies are required to file annual tax returns with the Inland Revenue Authority of Singapore (IRAS). There are two filings that form part of the annual tax returns:

• Estimated Chargeable Income that is supposed to be furnished within a period of 3 months from the financial year-end.
• The income tax forms in hard copy format are required to be filed by 30^th November and where the returns are furnished via e-filing method, the date is 15^th