- January 3, 2019
- Posted by: global361
- Category: Corporate Secretary
Now that you are the proud owner of a Singapore company, we would like to provide you with important information that will help you stay in compliance with the Singapore Companies Act.
As officers and shareholders of the company, we encourage you to understand the post-incorporation and annual requirements obligations. There are legal consequences and even prosecution if you fail to stay in compliance with the stipulated regulations.
Annual Filling Requirements for ACRA
Annual General Meeting
Every Company must hold its Annual General Meeting (AGM) every calendar year and its financial statements are to be tabled at the AGM for the shareholders’ approval
- once in every calendar year
- 15 months from the date of the last AGM, whichever is the earliest
Every company must file an Annual Return (AR), which consists of pertinent information of the company and its financial accounts reports within one month of its AGM.
Filing of Financial Statements in XBRL
Companies are required to file their financial statements in XBRL format during the filing of AR if your company is insolvent (Total Assets – Total Liabilities = Negative Value) or/and has a corporate shareholder for the financial year.
Extension of Time
If your company requires more time to comply with the requirements for preparation of the financial statements for the holding of AGM and the filing of AR, a one-time extension of time of either one or two months before the deadline to hold the AGM can be applied. If your company requires extension of time, please contact us for assistance.
Notification of Changes
It is the company’s responsibility to update ACRA of any changes pertaining to the company, such as shareholders’ and officers’ personal particulars (passport, NRIC / FIN, residential address, etc.), share capital and change of business address, within 14 days. Failure to do so will incur penalties.
Certificate of Compliance
Companies that comply with the filings within the datelines, will have a green tick () reflected in ACRA’s Online Directory and will be eligible for a Certificate of Compliance whilst those not in compliance with any or all the requirements will receive a red cross () and will not eligible for the certificate.
Failure for Non-compliance
Failure for non-compliance with the requirements for holding of AGM and filing of AR will incur penalty and/or court prosecution. The penalties imposed are dependent on the length of default and the number of sections of the Companies Act you have breached.
Annual Filling Requirements for IRAS
Estimated Chargeable Income
Estimated Chargable Income (ECI) is an estimate of a company’s chargeable income for a Year of Assessment (YA). IRAS requires each company to submit an ECI for the Year of Assessment within three months after the financial year ends.
Exemption: You do not need to file for ECI if your company’s turnover is less than S$1 million and has no profit to report for the YA.
Note: Failure to submit your ECI on time will result in IRAS issuing you a Notice of Assessment (NOA) based on an estimation of your company’s income.
Preparation of Financial Report – Audited and Unaudited
Companies are required to prepare director(s) statements and financial report in accordance with SFRS each year for ACRA and IRAS for Filing. The report includes financial statements such as balance sheet, income statement, supporting notes and disclosures.
A company must audit its accounts if they do not meet the following 2 out of 3 criteria, to be exempted from audit.
- The Group Turnover is not more than S$10 million;
- The Group Gross Assets are not more than S$10 million;
- The Group has not more than 50
Companies can consider the following two options in preparing the Financial Reports.
Unaudited Report: A company can opt to prepare Compilation Report, if they meet the small group criteria. This saves time and cost in comparison with audits.
Audited Report: A company can opt for voluntary audit even if they meet the small group criteria.
Auditors must be appointed within 3 months from the date of company incorporation.
Tax Return Filing
The filing deadline for corporate income tax return is 30 November. Documents to be submitted are tax computations, tax returns (Form C/C-S) and/or audited/unaudited Reports.
Statutory Compliance Requirements
Financial Year End
Each company in Singapore has to determine its Financial Year End (FYE). The FYE is the completion of an accounting period. A company’s FYE does not necessarily need to fall on December 31, and can actually fall on any day in the year.
A company’s fiscal year is the same as its financial year. The company’s FYE is left for the company to decide. Most companies use either the end of the calendar year (December 31) or the end of any of the quarter (March 31, June 30, or September 30) as their FYE.
Note: It is best to keep the company’s FYE within 365 days in order to qualify for the Tax Exemption Scheme for New Start-up Companies (See page 10 ).
Company Registration Number
Singapore Companies Act requires every company to have its registration number known as Unique Entity Number (UEN) on all business letterheads, statements of account, invoices, official notices, publications, etc.
Business Licenses and Permits
Certain business activities in Singapore are subject to regulation by government authorities. Even if your company has been registered, you cannot begin operation unless you have the necessary approval or license from the relevant government authorities.
Singapore GST Registration
Goods and Services Tax (GST) is a tax on the supply of goods and services in Singapore and on the import of goods into Singapore. Goods exported from Singapore and international services provided from Singapore are exempt from GST. The current GST rate is 7%.
|Registration Liability||When to Register|
|Compulsory Registration||Taxable turnover at every quarter is more than S$250,000||Within 30 days of end of quarter|
|Voluntary Registration||You make taxable supplies, only out- of-scope supplies or exempt supplies of financial services||Anytime|
Compulsory Registration for GST
All Singapore companies must register for GST if:
- Their taxable revenue is more than S$1 million for any 12-month period at the end of any quarter (Mar, Jun, Sep and Dec); or
- The company is currently making local taxable supplies and the above mentioned revenue is estimated/expected to be more than S$1
Voluntary Registration for GST
You may choose to register for GST voluntarily if most of your supplies are local sales, even if expected sales revenue is below S$1 million. Approval for voluntary registration is at the discretion of the Comptroller in IRAS
Central Registration (CR) Number for Import and Export of Goods
If your business activities involve import and export or Tran-shipment in and out of Singapore, your company will need to register with the Singapore Customs and obtain a CR Number.
Registered Office Hours
All Singapore Companies must have a registered office within Singapore which shall be open and accessible to the public for not less than three hours during ordinary business hours on each working day.
Registration of CorpPass
All Singapore Companies that wish to transact online with Government agencies will need to register for CorpPass, a single corporate digital identity.
Register of Registrable Controllers
All companies incorporated in Singapore and foreign companies registered in Singapore must maintain a register of registrable controllers. Registrable controllers refer to individuals or legal entities that have a significant interest in/significant control over the company.
The register can be maintained in electronic or paper format and must be kept at the registered office of the company or at the registered office or its filing agent. The company must notify ACRA on the location of the register when filing its Annual Returns.
Register of Nominee Directors
Companies are required to disclose the status of nominee directors explicitly. Particulars of nominators to their companies must also be maintained in such register. The register is not a public register but access must be given to officers of public agencies in the event of any enquiry.
Hiring a Local
The Central Provident Fund (CPF) is a compulsory pension fund scheme in which the employer and employee contribute a percentage of the monthly salary to the fund. CPF contribution by the employer is mandatory for all local employees who are Singapore Citizens or Permanent Residents earning more than S$50 a month.
The maximum CPF contribution rate for employers and employees is 17% and 20% respectively and can be lower depending on certain factors such as employee age and permanent resident status. EP holders do not have to contribute to CPF.
Compulsory Skills Development Levy
All companies are required to contribute a fee to the Skills Development Fund, which is used to support workforce upgrading programmes. Skills Development Levy (SDL) contribution is payable by employers for all employees working in Singapore, including local employees employed on permanent, part-time, casual and temporary basis, foreign employees on work permits and Employment Pass holders.
SDL contribution amounts are up to the first $4,500 of each employee’s total monthly wages at a levy rate of 0.25% or a minimum of $2 (for total wages of
$800 or less), whichever is higher.
Hiring a Foreigner
Compulsory Work Visas
All foreigners need to get their work visas approved by the Ministry of Manpower before they can start legally working for a Singapore-based business entity in the country.
There are five work visa types:
- Personalised Employment Pass (PEP) – for top-tier, gold-collar professionals
- Entrepreneur Pass (EntrePass) – for entrepreneurs, investors and innovators
- Employment Pass (EP) – for experienced professionals, managerial personnel and executives
- S Pass – for mid-level skilled workers
- Work Permit – for semi-skilled or unskilled foreign workers
Tax Rates for Companies
|Year of Assessment
|Tax rate||Tax exemption/ rebate|
|2013 and subsequent YAs||17%||Partial tax exemption and tax exemption scheme for new start-up companies
Companies can enjoy the partial tax exemption and tax exemption for new start-up companies, as provided in the tables below.
Partial tax exemption for companies (from YA 2020)
Tax exemption scheme for new start-up companies (where any of the first 3 YAs falls in or after YA 2020)
Partial tax exemption for companies (YA 2019 and before)
Tax exemption scheme for new start-up companies (where any of the first 3 YAs falls in or before YA 2019)
For more details on the above exemptions, please refer to Common Tax Reliefs That Help Reduce The Tax Bills.
Companies will be granted a 25% Corporate Income Tax Rebate capped at $15,000.
Companies will be granted a 20% Corporate Income Tax Rebate capped at $10,000.
Companies will be granted a 40% Corporate Income Tax Rebate capped at $15,000.
Companies will be granted a 50% Corporate Income Tax Rebate capped at $25,000.
Companies will be granted a 50% Corporate Income Tax Rebate capped at $20,000.
YA 2013, YA 2014 and 2015
Companies will be granted a 30% Corporate Income Tax Rebate capped at $30,000 for each YA.
Personal Tax Rates* for Resident Individuals
From YA 2017 onwards
|Chargeable Income||Income Tax Rate (%)||Gross Tax Payable ($)|
In excess of $320,000