Asia Corporate Advisory

SINGAPORE REGULATORY COMPLIANCE REQUIREMENTS

What to know

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In Singapore, it is important to note what are the compliance requirements. If the company miss out complying with the regulations the company may be fined or in certain cases the directors of the company will be fined and/or penalised by the authorities. We break down into 3 sections in the below:

  • General

  • Accounting and Corporate Regulatory Authority (ACRA)

  • Inland Revenue Authority of Singapore (IRAS)

1. General compliance

  • A qualified resident (singapore citizen or Singapore PR) company secretary must be appointed to the company within 6 months from the incorporation date.

  • A Singapore company must at all times have a resident director appointed. The director individual needs to be at least at least 18 years old, not bankrupt, and free of any malpractice charges.

  • A Singapore company needs to appoint an auditor within 3 months from the incorporation date unless it qualifies for audit exemption. A company is a “small company” and would not require any audit if it satisfies at least two (2) of the conditions below in the last 2 financial year ends:

    • Total annual revenue of no more than S$10 million

    • Total assets worth no more than S$10 million

    • No more than 50 employees

  • If the company annual revenue exceeds or expected to exceeds S$1 million, the company will need to register for the Goods and Services Tax (GST), which is the equivalent to Value Added Tax (VAT) or Sales Tax in other countries. GST-registered companies need to charge this tax (currently 7%) to their customers on the goods and services the company provides. For further details on GST, refer to our Singapore GST guide.

  • From 31 March 2017 onwards, you will be required to maintain a hardcopy or digital register of controllers** of your Singapore company, which must be physically accessible in Singapore. Learn more through this link.

  • You need to state the company Unique Entity Number (company registration number) on all official company correspondences, including letterhead, sale invoices, etc..

  • The company will need to inform the company secretary and file/ lodge with ACRA any changes to the company particulars within the stipulated time frame. Failure to do so will result in penalties incurred.

2. Accounting and Corporate Regulatory Authority (ACRA) requirements

2.1 Annual general meeting (AGM)

  • Singapore Company will need to hold its AGM every calendar year and have its financial statements tabled at the AGM for the shareholders’ approval. The Singapore Companies Act (Cap.50) stipulate that every company (except for newly incorporated company) is required to hold the AGM once in every calendar year or 15 months from the date of the last AGM, whichever is earlier.

  • Typically for each AGM, the directors of the company are required to present to the shareholders the company’s annual financial statements compiled in accordance with the financial reporting standards of Singapore. A financial statements will generally consist of the sections below. It is important to note that the financial statements must not be dated more than 6 months from the AGM date, ie. if the company financial year end is 31 Dec 2017, it will need to hold its AGM by 30 June 2018 and present the financial statements for the financial year ended 31 Dec 2017.

    • Statement by Directors

    • Independent Auditors’ Report (if required)

    • Balance Sheet

    • Profit and Loss Statement

    • Statement of Changes in Equity

    • Cash flow Statement

    • Notes to Financial Statements

2.2 Annual return (AR)

  • After the AGM is conducted/ held, the company has to file a annual return (AR) with ACRA within one (1) month from the date of the AGM. An AR is an electronic submission made to ACRA to put on records that the company has held its AGM and its company particulars are updated on each calendar year. When filing the AR with ACRA, the following information of the company is required:

    • Name & Registration Number

    • Registered address

    • Principle business activities

    • Company type during financial year

    • Summary of Share Capital and shares

    • Registered Charges

    • Information of Officers of the Company

    • Information of Shareholders

    • Dates of Annual Returns, Annual General Meeting and Accounts

    • Financial statements (XBRL), if necessary

  • It is important to file the AR on a timely manner as failure to do so may result in ACRA issuing court summon to the the directors and officers of the company. Failure will also raise credibility issues for the company prospective customers and vendors whether if the company is legit or facing any internal issues.

2.3 Filing financial statements in XBRL

  • The company would be required to file their financial statements in XBRL format during the filing of Annual return, if your company is:

    • insolvent (Total Assets – Total Liabilities = Negative Value)

    • has a corporate shareholder for the financial year

  • XBRL (Extensible Business Reporting Language) is a language for the electronic communication of business and financial data worldwide. XBRL is an open-source software that enables the organization and management of financial data for research and analysis. It also facilitates the communication of financial information online and amongst businesses with significant accuracy and reliability.

  • Insolvent EPCs will have the following options to file their financial statements with ACRA:

    • A full set of financial statements in XBRL format; or

    • A full set of financial statements in PDF with Financial Statements Highlights in XBRL format.

  • XBRL can be prepared using a a tool provided by ACRA. However, the procedures to complete the XBRL report itself is not always clear and the whole process can be very time-consuming and daunting. We highly recommend that this process to be outsourced to a professional accounting services firm as outsourcing will save you the frustration going through the hassles of figuring out how to use the system, extracting what to disclose, keying in, and checking. Also, your time can be better utilised on your business operation.

  • The below is a summary on who needs to file XBRL:

XBRL Filing Requirement.png

3. Inland Revenue Authority of Singapore (IRAS) requirements

  • Estimated Chargeable Income (ECI) is an estimate of a company’s chargeable income for a Year of Assessment (YA). Each company must submit an ECI for the YA within 3 months after the company financial year ends. For example, if the company financial year end is 31 Dec, the company must files its ECI by 31 March the following year. The company must file an ECI regardless of income. A company with zero income will file a ‘NIL’ ECI.

  • All Singapore Companies must maintain its accounting records and prepare and table its financial statements at the AGM. The accounting records must be kept for 5 years under the existing laws. Tax returns must be filed based on the accounting records. The filing deadline for corporate income tax return is 30 November. When filing the tax return, the company needs to complete either a Form C or Form C-S depending on the size of the company. When filing tax returns, a copy of the financial statements needs needs to be submitted together to IRAS, along with a copy of the tax computation.

  • For example, if the company financial year is 1 Jan 2017 to 31 Dec 2017, the company will need to file its tax return by 30 Nov 2018 being year of assessment (YA 2018). Another example would be if the company financial year is 1 Jul 2017 to 30 Jun 2018, the company will need to file its tax return by 30 Nov 2019 being year of assessment (YA 2019).