If this is the first time you have incorporated your company in Singapore, this article should be on your reading list today. In the bustling landscape of Singapore's corporate world, laying the foundation for your company requires careful consideration.
This comprehensive article will help you gain 10 essential insights into navigating the incorporation process for your Singapore company.
10 essential things you should know before Singapore company registration
1. Company secretary
Within 6 months after the incorporation date, you must appoint a Singaporean resident to be the company secretary. The company secretary must have in-depth knowledge and understanding of the Singapore Companies Act to give guidance and assistance in meeting all the requirements specified by the Singapore Government.
The key role of the Singapore company secretary is to make sure that the operations of the Singapore companies comply with Singapore laws; especially in fulfilling the obligation to submit annual reports to IRAS (Inland Revenue Authority of Singapore) and ACRA (Accounting and Corporate Regulatory Authority).
2. Registered office address
You must have an actual address in Singapore to be the registered office address of your Singapore company (no post office box address accepted), and this address must be approved by the Urban Management Agency in Singapore.
Important note
All the important emails from ACRA and IRAS will be sent to the registered office address of the Singapore company. If you are a foreigner who wishes to incorporate a company in Singapore, we offer the mail forwarding service (which is included in our incorporation package) to help you receive all the information online.
3. Nominee director
All Singapore companies must appoint a Singaporean resident or a foreigner holding a work pass in Singapore (such as EntrePass or Employment Pass) to be the Nominee Director for the company in Singapore. Nominee Director must:
- Be at least 18 years old;
- Have no criminal record;
- Cannot be an undischarged bankrupt;
- Should not have a history of disqualification from holding a director position;
- Be a Singapore citizen, a permanent resident with a permanent address in Singapore;
- Hold a work pass if you are a foreigner wanting to work in Singapore.
- Incur no fines against the Singaporean government
The Nominee Director's primary role is to comply with the residency requirement for directors in Singapore. Furthermore, the nominee director is responsible for maintaining the statutory books of the Singapore company, etc.
4. Audit exemption in Singapore
Enforced from 1/7/2015, if the company incorporated in Singapore qualifies two out of three following criteria in the last two financial years, that Singapore company will be exempted from the audit obligation:
- Total annual revenue is not more than 10 million SGD;
- Total gross assets are not more than 10 million SGD;
- The total number of employees is not more than 50.
5. Goods and Services Tax (GST) registration
GST in Singapore is also known as a value-added tax (VAT) in some other countries. The current GST tax rate is 9% in 2024.
If the annual projected or actual turnover of your company exceeds 1 million SGD, you must register. GST-registered companies must charge GST tax on the goods and services provided for their customers and pay this tax amount to IRAS.
6. Special business licenses for your Singapore Company
For common good trading activities, your company is not required to apply for any business license in Singapore.
However, certain business sectors such as education centers, tourism agencies, financial services, import-export-related industries, medical services, food and beverage, and so on require you to apply for one or several business licenses before start doing business in Singapore.
Upon completion of the incorporation process for the Singapore company, Global Link Asia Consulting will assist you in license application in Singapore (if requested).
7. Accounting record maintenance
It is mandatory that you maintain accurate accounting records for at least 5 years. Please keep in mind that these records must be capable of explaining the company's transactions and financial position upon request by Singapore authorities.
8. Updating changes in company information to ACRA
During your company operation in Singapore, should there be any changes in information such as details of directors, shareholders, registered address, share numbers, and others, you need to promptly update these changes to the Accounting and Corporate Regulatory Authority.
Non-compliance will incur fines against ACRA.
9. Unique entity number declaration for Singapore company
After you incorporate your company in Singapore, you will receive a unique entity number (UEN) for the company. This identification number is crucial when transacting with government agencies. Besides, you must declare the UEN on official documents, such as contracts, reports, and invoices.
10. Filing annual reports to ACRA
Maintaining a good footing in Singapore is compulsory every year. That is why, all Singapore-incorporated companies need to file the following documents
- Annual Return (AR) and Annual General Meeting (AGM) to ACRA and
- Estimated Chargeable Income (Form ECI) and Company Income Tax (Form C/C-S) annually to IRAS.
Important note
If you provide your financial statements to your company secretary within five months of your Financial Year End (FYE), you are not required to hold an AGM.
In this case, your company secretary can proceed to file your financial statements as part of the annual return without the necessity of conducting an AGM.
1. How can we help you register your own Singapore company?
2. FAQ about Singapore company formation
All Singapore company requires you to have a Singapore citizen/ Singapore permanent resident or an Employment Pass holder to assume the role of Singapore director.
If you are a foreigner incorporating a company in Singapore, your possible option is to apply for an Employment Pass to be able to be the sole director of the company.
In Singapore, if you're registered for GST, it's necessary to file your GST return, reporting all figures in Singapore Dollars (SGD). Even if there were no transactions during the quarter, a return must still be filed: This is called Nil Return Filing.
To know how to file if you have transactions in foreign currency, please refer to the guidelines of IRAS for foreign currency transactions.
Companies must hold their 1st AGM within 18 months of incorporation and subsequent AGMs within 15 months of each other. Private companies have the option not to hold an AGM. Please refer to this article of ACRA about the Annual General Meeting and Annual Return Filing Breaches for more information.
Even though Singapore has made some amazing progress in the pursuit of providing entrepreneurs with a more seamless and enjoyable annual filing process. It is always a recommendation to seek a professional service provider like Global Link Asia Consulting for even easier and stress-free compliance. We will handle everything for you so you just need to focus on running your business.
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