Company Administration Guidelines
- There are no specific requirements about minimum share capital; it may be as small as S$1.00.
- The concept of par value of shares was abolished in January 2006.
- Shareholder must subscribe at least for one share.
- Different types of shares could be issued by a Singapore company, namely ordinary shares, preference shares of different types, or treasury shares.
- Proper share transfer instruments are required to register the transfer of shares in a Singapore company and stamp duties should be paid before this registration.
- 0.2% of stamp duty is charged for buying or acquiring shares, also on mortgaging shares.
- The minimum number of Shareholders required is one and there are no restrictions on foreign individuals or corporate bodies.
- The number of Shareholders of a private company is limited to 50.
- The minimum number of Directors is one.
- Corporate Directors are not permitted in Singapore.
- There are no restrictions for foreign nationals to act as a Director of a Singapore company however at least one of the Directors must be a Singapore citizen or resident. Eltoma Corporate Services can provide this service.
- The sole shareholder could be appointed as Director if the Secretary is separate individual; by other words in a company always should be two officers at the same time.
Singapore local Director:
When incorporating a Singapore Limited Liability Company it is obligatory to have a local Singaporean Director. Eltoma Corporate Services can supply a local Director to fulfill this statutory requirement.
Please note that the local Director will not be involved in any financial, operational or management aspects of the company. Due to the very strict regulations in place in Singapore a security deposit is required in order to safeguard the interests of the local Director. Eltoma Corporate Services require a one-off security deposit of S$2,000.
A new local Director can be appointed at any time. In this case the existing local Director will resign and the deposit will be refunded once the appropriate changes are made at the Company Registrar.
Restrictions on name & activity:
- All business entities in Singapore must have an approved name prior to company registration. This can be done relatively quickly, within 1-2 working days.
- The general rules are that the business name must not be too similar to any already in existence, must not infringe any trademarks or patents and must not be offensive in any way.
- Government approval is generally not required for companies to do business in Singapore with the exemption of the following: banks and financial institutions, certain activities which require a license such as the operation of a restaurant or clinics etc.
- The company must appoint a secretary who should be a natural person residing at Singapore.
- The sole Director cannot be appointed as a Secretary.
- The Secretary shall be present at registered office.
- Every company in Singapore is required to have a registered office where the registers of Directors, Shareholders, Secretary and minutes of General and Director meetings are kept. All changes have to be filed with ACRA within 14 days or a month of the date of change. Eltoma Corporate Services can provide this service through our Singapore Office.
- It is obligatory to have a Secretary. This must be a natural person who is a resident of Singapore. The company Secretary is responsible for keeping and filing corporate documents with ACRA.
- An annual general meeting of Directors of a Singapore company must be held within 15 months of the previous one and the audited/unaudited financial statement should be present on it for approval and further filing with Annual return.
- As a compliance matter the Annual Return and Tax return should be filed by all companies in the necessary time.
- Details of the Directors, Shareholders, and company Secretary are placed on public record.
- It is permitted to use nominees to maintain confidentiality.
The financial statements should be filed with Annual returns, but the Exempt Private companies may file only Director’s Declaration of solvency instead.
When the financial year of a company registered in Singapore ends the below requirements are requested by ACRA, the Company House of Singapore:
- Estimated Chargeable Income (ECI Form): Needs to be submitted 3 months after the end of the financial year. To complete it an estimate of the revenue of the company for the financial year is requested.
- Annual General Minutes & Annual Returns: To prepare these, book keeping is needed and to prepare unaudited accounts or audited accounts. The deadlines for these documents for the first financial year are based on the date of the company’s Incorporation. For the next years the dates are fixed.
- C – Form: This is the Corporate Tax Form requested by Inland Revenue of Singapore. This is submitted on a yearly basis in November.
The requirements by Singapore Authorities are compulsory and if the requested forms / documents are not submitted on time the company is charged with penalties and court summons.
Fees for Accounting Department:
|Description of Service:||Fee (SGD $)|
|Preparation and Submission of ECI Form*||SGD $265|
|Appointment / Change of auditors*||SGD $160|
|Preparation of Unaudited Financial Statements (dormant company)||SGD $350|
|Conversion of Financial Statements to XBRL format (when applicable)*||SGD $590|
|Book Keeping Set Up Fee (applicable to all companies)||SGD $450|
|Book Keeping (dormant company)||SGD $450|
|Book Keeping ( active company – to be determined)||Quotation provided based on number of transactions & turnover|
|Preparation of Unaudited Financial Statements (active company)||SGD $700|
|Audit for active company(Estimate – conditional on turnover, number of transactions & agreements etc.)||From SGD $2,000|
|Submission of Financial Statements to ACRA and of C Form for a dormant company*||SGD $695|
|Submission of Financial Statements to ACRA and of C Form for an active company*||SGD $800|
The fees of the Accounting Department are based on the SGD figures (Singapore Dollar)
Documents Needed from Clients for Book Keeping:
Applicable for all Jurisdictions for Newly Incorporated Companies:
- Detailed description of the company’s activities.
- Bank Statements for the financial year for all accounts that are under the company’s name.
- Sales Invoices issued from the company during the financial year.
- Purchases Invoices received from the suppliers of the company during the financial year.
- Any expense receipts issued under the company’s name.
- Any agreements and contracts signed by the company during the financial year.
Documents needed from companies that were transferred from another agent:
- All the documents that are mentioned above in Part A.
- A set of the submitted financial statements of the previous financial year that were submitted to ACRA.
- A copy of the Annual Return by ACRA – proves the submission of the accounts.
- A copy of the Notice of Assessment – C Form.
- A copy of the Notice of Assessment – ECI Form.
This guide highlights the annual filing requirements for all Singapore Exempt Private Company (EPC) and private limited company. This is applied to both active and inactive private limited companies.
Conversion of financial accounts into XBRL format (cont’d)
Most of the companies need to file their financial statements in the format of eXtensible Business Reporting Language (XBRL). This is a standard implemented by ACRA to present financial statements.
Filing of Estimated Chargeable Income (ECI)
All Singapore companies are required to declare annual revenue amount and Estimated Chargeable Income (ECI) by filing ECI form with Inland Revenue Authority of Singapore (IRAS) within 3 months of the financial year end for the company.
Under administrative concession of IRAS, for companies with financial year ending October 2012 or after, ECI will not need to be filed if:
- Annual revenue is not more than S$1 million for the financial year, and
- ECI is NIL.
Filing of annual tax return
All Singapore companies must file its annual return with IRAS by 30 November. Singapore adopts the preceding year basis for taxation. The profits for the financial year ending in the preceding year will form the basis for filing the tax return in the current year.
The responsibilities and accountabilities for complying with the annual tax filing requirements are with the directors of a company. Failure to comply with the statutory compliance requirements is an offence and may result in fines or prosecution.
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