Singapore Company Secretarial Requirements for Foreign Companies: A Guide to Registration and Compliance
Singapore, being a popular destination for international businesses, has a well-established regulatory framework for foreign companies. The Singapore Companies Act and the Accounting and Corporate Regulatory Authority (ACRA) regulate the registration and compliance requirements for foreign companies in Singapore. In this article, we will provide a comprehensive guide to help foreign companies navigate the process and ensure compliance with Singapore’s company secretarial requirements.
Registration Requirements
Foreign companies that wish to set up a branch or a subsidiary in Singapore must register with the ACRA. The registration process typically takes 3-5 working days. The following documents are required for registration:
- A copy of the company’s constitutional documents (memorandum and articles of association) certified by the company’s registered office or a notary public.
- A copy of the certificate of registration or incorporation from the company’s home jurisdiction.
- A declaration by the company’s director(s) that the company is not in liquidation and that the company is not a restricted company under the Companies Act.
- A declaration by the company’s director(s) that they are aware of the requirements under the Companies Act and the Singapore Companies Act.
Additionally, foreign companies must also appoint a company secretary who is a natural person and at least 18 years old. The company secretary must be a resident in Singapore and must be a member of a recognized professional body, such as the Singapore Institute of Chartered Accountants (ICSA) or the Law Society of Singapore (LSS).
Compliance Requirements
Foreign companies must comply with various requirements, including:
- Filing annual returns with the ACRA, which must be filed within 24 hours of the company’s annual general meeting.
- Holding an annual general meeting (AGM) within 18 months of the company’s registration or within 6 months of the previous AGM, whichever is earlier.
- Keeping a register of directors, shareholders, and members, which must be updated and kept at the registered office of the company.
- Keeping a copy of the company’s financial statements, which must be audited by an auditor who is a member of a recognized professional body, such as the ICA or the LSS.
Foreign companies must also comply with the Companies Act’s provisions on directors’ duties, shareholders’ rights, and financial reporting. Failure to comply with these requirements can result in fines, penalties, and even deregistration of the company.
Penalties for Non-Compliance
Foreign companies that fail to comply with the requirements may be subject to penalties, including:
- Fines of up to S$10,000 (approximately USD 7,000) for late filing of annual returns.
- Penalties of up to 5% of the company’s share capital or S$50,000 (approximately USD 36,000) for non-compliance with financial reporting requirements.
- Director’s penalty of up to 3 years’ imprisonment and/or a fine of up to S$50,000 (approximately USD 36,000) for breach of directors’ duties.
Conclusion
Foreign companies that wish to set up a presence in Singapore must comply with the company secretarial requirements set out in the Singapore Companies Act and the ACRA. By understanding the registration and compliance requirements, foreign companies can ensure a smooth and efficient process. It is essential for foreign companies to engage a local representative, such as a company secretary, to assist with the registration and compliance process and to ensure that the company is in compliance with the requirements.
FAQs
Q: Can a foreign company register a branch or a subsidiary in Singapore?
A: Yes, a foreign company can register a branch or a subsidiary in Singapore. The branch must be registered with the ACRA and must have a local representative.
Q: What are the requirements for a company secretary in Singapore?
A: A company secretary must be a natural person, at least 18 years old, and a resident in Singapore. They must also be a member of a recognized professional body, such as the ICA or the LSS.
Q: What are the penalties for non-compliance with Singapore’s company secretarial requirements?
A: Failure to comply with the requirements can result in fines, penalties, and even deregistration of the company. The penalties include fines of up to S$10,000, penalties of up to 5% of the company’s share capital, and director’s penalty of up to 3 years’ imprisonment and/or a fine of up to S$50,000.
Q: How long does it take to register a foreign company in Singapore?
A: The registration process typically takes 3-5 working days. However, it may take longer if additional documentation is required or if there are issues with the application.
Q: Can a foreign company be exempt from certain requirements?
A: Yes, some foreign companies may be exempt from certain requirements, such as the requirement to file annual returns. However, this is subject to specific conditions and must be approved by the ACRA.
Q: What is the role of a company secretary in Singapore?
A: A company secretary is responsible for ensuring that the company complies with the requirements of the Singapore Companies Act and the ACRA. They must also ensure that the company’s financial statements are audited and filed with the ACRA.
Q: Can a foreign company change its registered address in Singapore?
A: Yes, a foreign company can change its registered address in Singapore by filing a notice with the ACRA and paying a fee.
