Comply with Ease: A Singapore Company Secretarial Information Checklist for Business Owners
In Singapore, company secretarial compliance is a crucial aspect of running a business. As a business owner, it is essential to ensure that your company is compliant with the relevant laws and regulations to avoid any legal consequences. In this article, we will provide a comprehensive checklist to help you comply with ease.
Company Incorporation
Before we dive into the checklist, it is essential to understand the basics of company incorporation in Singapore. A Singapore company must be registered with the Accounting and Corporate Regulatory Authority (ACRA) and obtain a unique registration number. The company must also have a registered office address in Singapore and a local resident director.
Here are the essential documents required for company incorporation:
- Memorandum and Articles of Association (M&A)
- Business registration form (Form 32)
- Declaration of compliance (Form 24)
- Payment of registration fee
Annual Filing Requirements
As a Singapore company, you are required to file annual returns with ACRA. The annual filing requirements include:
- Annual return (Form 45C)
- Business review (Form 45D)
- Payment of annual fee
The annual return must be filed within 30 days from the anniversary of the company’s incorporation date. The business review must be filed within 30 days from the end of the financial year.
Statutory Meetings
As a Singapore company, you are required to hold statutory meetings with your shareholders and directors. The statutory meetings include:
- Annual general meeting (AGM)
- Extraordinary general meeting (EGM)
- Board meeting
The AGM must be held within 18 months from the date of incorporation and within 15 months from the end of the financial year. The EGM must be held within 21 days from the date of receipt of the requisition. The board meeting must be held at least once a month.
Share Capital and Shareholders
As a Singapore company, you are required to maintain a register of shareholders and issue share certificates to your shareholders. The register of shareholders must be updated within 14 days from the date of change in shareholding.
Here are the essential documents required for share capital and shareholders:
- Register of shareholders
- Share certificates
- Share transfer form
Director’s Responsibilities
As a director of a Singapore company, you have certain responsibilities to fulfill. These responsibilities include:
- Conducting business in accordance with the company’s objects
- Maintaining the company’s books and records
- Filing annual returns and other documents with ACRA
- Complying with the Companies Act and other relevant laws
As a director, you must also ensure that the company is properly managed and that the interests of the shareholders are protected.
Compliance with Laws and Regulations
As a Singapore company, you are required to comply with various laws and regulations. These laws and regulations include:
- Companies Act
- Income Tax Act
- Goods and Services Tax Act
- Employment Act
You must ensure that your company is compliant with these laws and regulations to avoid any legal consequences.
Conclusion
Complying with company secretarial requirements in Singapore can be a daunting task, especially for new business owners. However, by following this checklist, you can ensure that your company is compliant with the relevant laws and regulations. Remember to file annual returns, hold statutory meetings, maintain a register of shareholders, and comply with the Companies Act and other relevant laws.
FAQs
Q: What is the penalty for non-compliance with company secretarial requirements in Singapore?
A: The penalty for non-compliance with company secretarial requirements in Singapore can range from SGD 2,000 to SGD 10,000, depending on the severity of the non-compliance.
Q: How often must I file annual returns with ACRA?
A: You must file annual returns with ACRA within 30 days from the anniversary of the company’s incorporation date.
Q: What is the deadline for holding statutory meetings?
A: The deadline for holding statutory meetings varies depending on the type of meeting. For example, the AGM must be held within 18 months from the date of incorporation, while the EGM must be held within 21 days from the date of receipt of the requisition.
Q: What is the penalty for not maintaining a register of shareholders?
A: The penalty for not maintaining a register of shareholders is SGD 2,000.
Q: Can I appoint a nominee director for my Singapore company?
A: Yes, you can appoint a nominee director for your Singapore company. However, you must ensure that the nominee director is a local resident and that the company has a sufficient number of local resident directors.
Q: What is the minimum number of directors required for a Singapore company?
A: The minimum number of directors required for a Singapore company is one. However, it is recommended to have at least two directors to ensure that the company has sufficient management and control.
Q: Can I file my company’s annual returns online?
A: Yes, you can file your company’s annual returns online through the ACRA website.
Q: What is the deadline for filing my company’s business review?
A: The deadline for filing your company’s business review is 30 days from the end of the financial year.
Q: Can I appoint a company secretary for my Singapore company?
A: Yes, you can appoint a company secretary for your Singapore company. However, you must ensure that the company secretary is a local resident and that the company has a sufficient number of local resident directors.
Q: What is the penalty for not filing my company’s annual fee?
A: The penalty for not filing your company’s annual fee is SGD 2,000.
Q: Can I file my company’s annual fee online?
A: Yes, you can file your company’s annual fee online through the ACRA website.
Q: What is the deadline for filing my company’s annual fee?
A: The deadline for filing your company’s annual fee is 30 days from the anniversary of the company’s incorporation date.
Q: Can I file my company’s annual returns and annual fee together?
A: Yes, you can file your company’s annual returns and annual fee together online through the ACRA website.
Q: What is the penalty for not maintaining a register of directors?
A: The penalty for not maintaining a register of directors is SGD 2,000.
Q: Can I appoint a nominee director for my Singapore company?
A: Yes, you can appoint a nominee director for your Singapore company. However, you must ensure that the nominee director is a local resident and that the company has a sufficient number of local resident directors.
Q: What is the minimum number of directors required for a Singapore company?
A: The minimum number of directors required for a Singapore company is one. However, it is recommended to have at least two directors to ensure that the company has sufficient management and control.
Q: Can I file my company’s annual returns online?
A: Yes, you can file your company’s annual returns online through the ACRA website.
Q: What is the deadline for filing my company’s business review?
A: The deadline for filing your company’s business review is 30 days from the end of the financial year.
Q: Can I appoint a company secretary for my Singapore company?
A: Yes, you can appoint a company secretary for your Singapore company. However, you must ensure that the company secretary is a local resident and that the company has a sufficient number of local resident directors.
Q: What is the penalty for not filing my company’s annual fee?
A: The penalty for not filing your company’s annual fee is SGD 2,000.
Q: Can I file my company’s annual fee online?
A: Yes, you can file your company