Corporate compliance requirements for Singapore companies.

Singapore-incorporated companies and registered branches are subject to compliance obligations under Singapore law. These obligations are designed to ensure transparency, accountability and good corporate governance within the business landscape. Compliance is not just about meeting legal requirements but also plays a crucial role in maintaining the company’s reputation and building trust with stakeholders.

Below are the key corporate compliance requirements Singapore companies must adhere to.

Companies Act requirements

Registered office

A Singapore company must have a registered office address to which all communications and notices are directed and where records are maintained. This must be a physical location within Singapore that is open and accessible to the public for at least three hours during ordinary business hours each business day. The registered office is not necessarily the place of operation.

Companies must inform the Accounting and Corporate Regulatory Authority (ACRA) of any changes to the registered office address within 14 days of the effective date of the change. Failure to comply with this may result in a fine of up to SGD 5,000.

Companies that do not own or rent a physical property in Singapore may use a service provider such as Acclime, which offers a registered office address and mail-forwarding services.

Company secretary

Companies must appoint at least one company secretary who ordinarily resides in Singapore within six months of incorporation.

The company secretary’s role is to ensure that the company complies with reporting and regulatory requirements in Singapore. The role cannot be left vacant for more than six months.

A director can also serve as the company secretary if he/she is not the company’s sole director.

Resident director

A Singapore company must have at least one director who is ordinarily resident in Singapore, meaning the person must be a citizen or permanent resident.

In limited circumstances, a foreigner with a valid Employment Pass (EP) can act as the resident director as long as that EP is for employment with the company for which he/she is a director.

The director must:

• Be at least 18 years of age
• Not be an undischarged bankrupt
• Not be presently disqualified from acting as a director by the Singapore authorities

Data protection and data protection officer

Under the Singapore Personal Data Protection Act (PDPA), each company is required to have a data protection policy and appoint at least one data protection officer (DPO). The DPO does not need to be a resident of Singapore, and the function may be outsourced to a third party.

Organisations must ensure that at least one DPO’s business contact information (phone number or email address) is made available to the public. To comply with the PDPA requirements, the DPO, whose business contact information is provided, must be accessible whenever someone in Singapore tries to contact them.

Responsibilities of the DPO include:

• Ensuring PDPA compliance
• Handling data inquiries
• Promoting a data protection culture
• Alerting management of data risks

Display of company name and unique entity number on required documents

When a company is incorporated, the ACRA provides a Unique Entity Number (UEN), a nine to 10-digit identification number used for government interactions such as tax filing.

A Singapore company must display its name and UEN on all company documents, such as letters, invoices, statements of account and official notices and publications.

A company is not required to have a company seal, but if it does, its name must be displayed on it.

Keeping of company registers and records

A Singapore company is required to keep certain company registers, some with ACRA and some at its registered office.

With ACRA, the company is required to register and maintain up-to-date details of directors, chief executive officers, secretaries and auditors. The company must also register with ACRA-specific resolutions that bind a class of shareholders and any charges created over the company’s assets.

The company must also retain the following registers at its registered office:

• Register of Nominee Shareholder
• Register of registrable controllers (basically any person or entity that controls 25% or more of the company)
• Register of Nominee Directors (A nominee director is any director who is accustomed or under an obligation, formal or informal, to act according to any other person’s directions, instructions or wishes.)

Private companies (those with no more than 50 members) must keep up to date the register of members (shareholders) with ACRA, which was created from the company’s incorporation. Public companies must maintain their register of members at their registered office or another office (e.g., that of the company secretary) as long as ACRA is notified of the location of the register.

Annual general meeting

A private company must hold its annual general meeting (AGM) within six months of the end of the company’s financial year. A publicly listed company must hold its AGM within four months of the end of the fiscal year.

Since 31 August 2018, private companies may be exempted from holding AGMs by sending their financial statements to shareholders within five months after the year-end.

This exemption is subject to the following safeguards:

• A shareholder requesting an AGM to be held must notify the company no later than 14 days before the end of the sixth month after the financial year-end (FYE).
• If any shareholder requests an AGM, the directors are required to hold one within six months after the FYE. The company may apply to the Registrar for an extension of time to hold the AGM by the deadline (i.e. before the end of the six months after the FYE).
• Private companies must hold a general meeting to show the financial statements if any member or auditor requests them no later than 14 days after they are sent out. Directors must, within 14 days after the date of request, hold a general meeting to lay the financial statements.

Private companies that are dormant and exempt from preparing financial statements can generally avoid holding AGMs, subject to the conditions above.

Filing of annual returns with ACRA

A Singapore company must file an annual return with ACRA via the BizFile+ portal unless exempted. The annual return must be filed within seven months of the company’s financial year end for a private company and within five months for a public company.

Exempt private companies (EPCs) have no more than 20 shareholders, none of whom are corporations. Solvent EPCs are not required to file financial statements in addition to their annual returns. However, preparing and submitting financial statements is still recommended.

Insolvent EPCs are not exempt from filing financial statements. Small and publicly unaccountable companies can use a simplified XBRL (eXtensible Business Reporting Language) template with a board-approved PDF copy of the financial statements.

For all other companies, the annual return must include the company’s financial statements, which must be lodged in XBRL format.

XBRL is a standardised communication language in electronic form for financial statements. Generally, the company’s financial accountants or auditors will convert the financial statements to XBRL.

Accounting requirements

Date of financial year-end

When filing for incorporation with ACRA, a company must choose its FYE date. The most common FYEs are 31 March, 30 September and 31 December.

A company may choose to have its first financial period exceed 12 months, up to a maximum of 18 months. For example, a company incorporated in October could elect to have its first FYE on 31 December the following year, making the first accounting period 15 months. This saves the time and expense of preparing a set of financial statements for only three months (if the first-period end was to be 31 December in the year of incorporation).

Private companies must:

• Hold their AGM within six months after the FYE
• File their annual returns within seven months after the FYE

Safekeeping of proper accounts and records

Every company is required to keep accounting and other records that sufficiently explain its transactions and financial position and enable the preparation of accurate and fair financial statements. These records must be retained for five years from the FYE.

The directors are required to present the financial statements for the previous financial year during the company’s AGM. The accounts must comply with accounting standards and give a true and fair view of the company’s financial position and performance for the year.

Appointment of auditor

The directors of a company must appoint an auditor within three months of its incorporation unless the company is exempt as a small company. The auditor is reappointed at every company’s AGM.

A small company is a private company that satisfies two of the three criteria below in the two immediately preceding financial years:

• The company’s revenue does not exceed SGD 10 million per fiscal year.
• The company’s total assets do not exceed SGD 10 million in value at the end of each financial year.
• The company does not have more than 50 employees at the end of each fiscal year.

If the Singapore company is part of a corporate group (onshore or offshore), the tests above are measured by reference to the group rather than the company in Singapore. This can mean that a company with limited operations in Singapore may still need to be audited by the operations of the rest of the group.

Taxation

Corporate income tax return

All companies and branches of foreign companies must submit an annual income tax return. The deadline for filing Form C-S/Form C-S (lite)/Form C for YA 2024 is 30 November.

Form C-S is for Singapore-incorporated companies with annual revenue under SGD 5 million, subject to the standard corporate income tax rate of 17%. This is not suitable for companies claiming the following:

• Carry-back of current-year capital allowances or losses
• Group relief
• Investment allowance
• Foreign tax credit and tax deducted at source

Form C-S (Lite) is for companies that meet the criteria for Form C-S and have annual revenue of less than SGD 200,000.

Form C is used by companies that do not qualify for Form C-S or Form C-S (Lite).

GST registration and quarterly returns

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 SGD one million. Companies not reaching the turnover threshold can opt for voluntary registration.

GST returns and payments are due one month after the end of the accounting year. With the GIRO plan for GST payment, deductions are on the 15th day of the month after the payment due date.

Licensing

Many businesses in Singapore require a licence to operate. Various regulatory bodies in Singapore look after the granting of licences, depending on the industry in which the company is operating.

Employment law

The Employment Act in Singapore sets out the rights and obligations of both employers and employees in Singapore.

The core provisions apply to all employees and cover basic regulations such as:

• Salary
• Paid leave (annual leave, sick leave and public holidays)
• Employment records
• Employment termination

Where the company has Singapore citizens or Singapore permanent residents as employees, the employer is obliged to make contributions to the Central Provident Fund at the designated contribution rate for those employees.

Conclusion

Corporate compliance in Singapore is a fundamental aspect of operating a business within the country’s well-regulated environment. By adhering to the various legal requirements, companies not only avoid potential legal penalties but also build a solid foundation for long-term success and sustainability.

Compliance ensures that companies maintain transparency, uphold their corporate responsibilities and build trust with shareholders, employees and customers. As the regulatory landscape continues to evolve, it is crucial for businesses to stay informed and proactive in meeting their obligations.

How Acclime can help with ensuring compliance

As a leading provider of corporate services, we specialise in ensuring that your business meets all regulatory obligations seamlessly and efficiently. Our team of experts has in-depth knowledge of Singapore’s legal landscape and stays up to date with the latest changes in regulations, allowing us to provide you with timely and accurate advice. Get in touch with us now to discuss your needs.