There are mandatory annual requirements for every Singapore Company to ensure compliance. Most of these are stipulated in the Companies Act, which regulates the conduct of companies in Singapore.
As each company is different, if the company has had other business transactions, the corresponding compliance must also be met. Usually the Company Secretary would be able to assist, or professional legal firms.
For simplicity, and ease in understanding, this guide is written for non-public companies (not listed in the Singapore Stock Exchange SGX); hence applicable to all Private Limited Companies for their basic mandatory requirements.
In addition, this guide is written after accounting for the latest changes and filing updates applied after 31st August 2018, and ensures only that the basic requirements are met.
Compliance to 2 Government Bodies
In general, each company must comply with 2 government entities. They are:
Compliance with ACRA
ACRA compliance mainly relates to the administrative updates of the company. Typically, a company secretary would be able to assist with the company’s compliance with ACRA.
Common ad-hoc examples includes:
- Updating of company registered address
- Updating of company’s officers such as directors, company secretary, or auditor (if applicable)
- Updating the company’s business activity
- Continuous and ongoing maintenance of the Register of Registrable Controllers (RORC)
Common mandatory on-going examples includes:
- Must have appointed at least 1 company secretary.
- Annual Returns Filing
- AGM Notification if held / exemption / dispensed declaration
- Filing of Financial Statements to ACRA (if applicable)
Compliance with IRAS
IRAS compliance mainly relates to tax matters of the company. Company secretarial duties does not include compliance with IRAS. Usually an accountant, or tax agent like Leftright Corporate will be able to assist with this.
Ad-hoc examples includes:
- Share transfer stamp duty & payment
Common mandatory on-going examples includes:
The Big 4
No, not the audit firms that just came across your mind. Rather, there are 4 key events or criteria your Company must comply to.
1. Company Secretary
You’ve probably received a hard copy mailer, or even received an email from us about the appointment of a Company Secretary. Not because we are a broken record, but because a company secretary is a basic mandatory role every company must have.
For new companies, you have up to 6 months from your incorporation to appoint one. The Company Secretary position can not be left vacant for more than 6 months.
The Company Secretary has a plethora of roles and responsibilities. However, until new rules are implemented, and contrary to popular beliefs, almost anyone can be a Company Secretary for a Private Limited Company. Though if you are the only Director, you can not also be the Company Secretary.
Even then, it is still recommended to hire a Filing Agent like Leftright Corporate. We will appoint a qualified individual, who is a Singaporean, and also your direct contact person should you have any business or compliance related questions, to represent your company as a Company Secretary.
This is because, you would want a company secretary that you can communicate with, and at the same time prepare the necessary resolutions, notices and others, when required. In addition, your company secretary must be well aware of the various due dates of other compulsory filing as well.
If you need help with choosing a company secretary company, we’ve written a helpful guide with 5 factors to consider before hiring one.
2. Filing of Estimated Chargeable Income (ECI) to IRAS
The first thing that comes up after your financial year end (FYE), that must be computed, and filed would be the Estimated Chargeable Income (ECI).
ECI must be filed within 3 months from FYE. For example if the company’s FYE is 31st December 2019 (FYE2019 / FYA 2020), The ECI submission deadline to IRAS will be 31st March 2020.
Starting from YA2020 ECI e-filing is compulsory for all Singapore Companies; unless the waiver condition is met.
The calculation of ECI can get complicated, and may vary according to companies; For example if claiming any form of reliefs. In addition, the Singapore Government announces its budget every year, which may introduce new allowances that may affect the ECI computation.
Remember to hire an expert tax agent to help you better understand your tax obligations.
3. Holding an AGM and filing of Annual Returns
Annual General Meeting
All Singapore Companies must hold an Annual General Meeting (AGM) unless an exemption is granted, or stakeholders have decided to dispense with holding an AGM. In all of the cases, a Company Secretary will be able to assist.
In the case of a Private Limited Company, an AGM must be held within 6 months from FYE. For example if the FYE is 30th April 2019, the AGM must be held by 31st October 2019.
An AGM is a means for companies to present its financial statements and reports (accounts) to key stakeholders such as shareholders. Shareholders can then ask questions about the health of the company. An AGM is therefore an important opportunity to address their concerns.
An in-depth guide on AGM is written here.
Annual Returns Filing
After holding an AGM, or if the company is exempted from holding an AGM or if AGM has been dispensed; the Annual Returns must be filed within 7 months from the company’s FYE.
The company may be required to submit its financial statements on XBRL when going through the Annual Returns submission process.
Other information required would be declaration on whether or not the company is solvent, active/dormant, or whether the accounts have been audited or not.
There is also a $60 filing fee when submitting. This $60 fee has already been included in our Company Secretary Services.
4. Tax Form C / Form C-S
You may refer to an in-depth guide to Company Tax here.
Referring to point 2. ECI filing above, if there are minor discrepancies between the Form C / Form C-S tax payable amount, and your ECI calculation – IRAS will either refund you the overpayment, or send you a notice for payment in the case of an under payment.
Bookkeeping and Proper Records
Bookkeeping must be carried out, either monthly, quarterly, or at the very least – annually. Proper bookkeeping allows you to prepare management reports and statements such as Profit & Loss, Balance Sheet and Cash Flow in order to better understand the company’s financial health.
In addition, the management reports must be presented during an AGM, or sent to stakeholders of the company.
Most businesses usually start off doing their own bookkeeping, and when transactions start to increase or when it gets harder to manage, eventually outsource to bookkeepers like us. We have written tips on bookkeeping, or if you need assistance please reach out to us.
In conclusion, all of the above would have ensured that your company meet its annual regulatory compliance matters. Albeit, they have been heavily simplified to provide easier understanding.
If the above might seem confusing, or if you or your company require assistance, please reach out to us. We’ll be happy to assist.