Singapore’s Corporate Regulatory Compliance
Author: Su Lee Chan
- Disclosure of company registration number
Every new company will be issued a system-generated Unique Entity Number (UEN). Businesses must use this UEN when transacting with government agencies such as tax filings.
A Singapore company is required to display its name and UEN on all company documents and communications.
- Notification of Changes
Companies are required to update ACRA within 14 days of any changes to the company’s name, address and/or business activity.
- Registered Office Address
Singapore companies must have a registered office address to which all government communications and notices may be sent. It is also a place where all the company’s registers and records are kept.
A registered office must be operational and accessible to the public during normal office hours, but need not be where the company conducts its activities. For example, the registered office address may be in Raffles Place but the factory could be located in Tuas.
Companies which do not own or rent a physical property in Singapore may choose to use a virtual office instead. Service providers offer business address and mail-forwarding services, and hence are an affordable option.
- Register of Registrable Controllers
With effect from 31 March 2017, all companies unless exempted, are required to maintain beneficial ownership information in the form of a register of registrable controllers. This information is available only to government agencies upon request.
- Financial Year End
Newly setup companies must decide on the financial year end (“FYE”). The FYE will determine when corporate filings and taxes are due. Common choices by companies include 31 March, 30 June, 30 September or 31 December.
A main consideration for newly setup companies is to set the FYE within 365 days to enjoy maximum tax benefits. IRAS extends tax exemptions to newly incorporated companies that meet the qualifying conditions on the first S$200,000 of chargeable income for each of its first three consecutive years of assessment. However, the exemption does not apply to property and investment holding companies.
- Holding of AGM and filing of Annual Return
For unlisted companies, an AGM must be held within 6 months after the company’s financial year end.
All companies must file their Annual Return within 7 months after the passing of its FYE via the Bizfile portal. The Annual Returns must include the company’s financial statements comprising of the Director’s report, Statement of Financial Position, Statement of Profit & Loss, Cash flow statement, Equity Statement and Notes to the Financials.
- Accounting and tax filing requirements
IRAS require companies to submit certain documents on an annual basis:
Estimated Chargeable Income – an estimate of the company’s chargeable income for the Year of Assessment (YA). This should be submitted within 3 months after the financial year end.
Tax Returns – audited or unaudited Financial Statements accompanied by a tax computation form known as Form C and C-S.
- Goods and Tax Registration.
If the company’s annual revenue exceeds or is expected to exceed S$1million, the company will need to register for Goods and Tax Services (“GST”), which is the equivalent of Value Added Tax (“VAT”) or Sales Tax in other countries. GST-registered companies need to charge this tax, currently at 7%, to their customers on the goods and services the company provides.
A GST exemption may apply if the taxable turnover is wholly or mainly zero.
A company can also opt to be GST registered though it will have to comply with all obligations that apply to GST registered companies even if its turnover is less than S$1 million.
- CPF or SDF registration
The Central Provident Fund (“CPF”) is a compulsory pension fund scheme. The employer and employee will contribute a percentage of their monthly salary to the fund. This is mandatory for all employers who have employees who are Singapore Citizens or Singapore Permanent Residents.
For work pass holders and employment pass holders, their employer is required to contribute a fee to the Skills Development Fund (“SDF”).
- Business Licenses and Permits
A Singapore company is required to obtain a licence or approval from the relevant regulatory authority in order to commence certain types of business activities such as a pet shop, running a hotel or restaurant.
The licence application process in Singapore is highly streamlined and business-friendly. It can be done through the Singapore government’s one-stop platform, GoBusiness portal, which compiles the licensing frameworks of most Singapore statutory bodies.