Singapore Company Secretarial Requirements: What You Need to File and When

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Singapore Company Secretarial Requirements: What You Need to File and When

Singapore is a popular destination for businesses to set up shop, and with its business-friendly environment, it’s no wonder why. However, to ensure the smooth operation of your company, it’s essential to comply with the country’s company secretarial requirements. In this article, we’ll outline the key filing requirements and deadlines for Singapore companies.

Register of Members and Register of Directors

As a Singapore company, you’re required to maintain a Register of Members and a Register of Directors. These registers must be kept at the company’s registered office and must be made available for inspection by the public during normal business hours.

The Register of Members must include the following information:

  • Name and address of each member (shareholder)
  • Date of membership
  • Date of resignation or termination of membership

The Register of Directors must include the following information:

  • Name and address of each director
  • Date of appointment and termination of appointment
  • Information about any changes to their personal details

Annual Returns

As a Singapore company, you’re required to file your Annual Returns with the Accounting and Corporate Regulatory Authority (ACRA) within 30 days after the anniversary of your company’s incorporation date. The Annual Return must include:

  • Company details (name, address, etc.)
  • Member and director details (if there are any changes)
  • Company secretary details (if there are any changes)
  • Authorized share capital (if there are any changes)

Form C

Form C, also known as the Declaration of Compliance, is a document that must be filed with ACRA within 42 days after the annual general meeting (AGM) of your company. The document must confirm that:

  • The AGM was held within 18 months of the previous AGM
  • The financial statements for the preceding financial year were laid before the AGM
  • The AGM was attended by the directors, company secretary, and a sufficient number of members to constitute a quorum

Form D

Form D, also known as the Declaration of Compliance (Alternative), is an alternative to Form C. It’s used by companies that have been exempted from holding an AGM or by companies that have adopted the electronic means of communicating the financial statements to their members. Form D must be filed with ACRA within 42 days after the date on which the financial statements would have been laid before the AGM.

Form C-S

Form C-S, also known as the Simplified Account, is a simplified form of financial statements that must be filed with ACRA if your company meets the criteria. The criteria are as follows:

  • Your company is a small company (i.e., has total annual revenue of less than SGD 5 million)
  • Your company has only one class of shares
  • Your company has only one type of financial year-end (i.e., calendar year-end)

Form C-S must be filed with ACRA within 30 days after the annual general meeting of your company.

Conclusion

Compliance with Singapore company secretarial requirements is a crucial aspect of running a successful business in Singapore. Failure to comply with these requirements can result in serious penalties and even the struck-off of your company from the register. By understanding the requirements and deadlines, you can ensure that your company is in compliance and avoid any potential issues.

FAQs

Q: What is the deadline for filing the Annual Returns?
A: The deadline for filing the Annual Returns is 30 days after the anniversary of your company’s incorporation date.

Q: What is the purpose of the Register of Members and Register of Directors?
A: The purpose of these registers is to maintain a record of the company’s members and directors, and to ensure that the company is in compliance with its constitutional documents.

Q: What is the purpose of Form C?
A: The purpose of Form C is to confirm that the company has held its annual general meeting, laid its financial statements before the meeting, and that the meeting was attended by the directors, company secretary, and a sufficient number of members.

Q: Can my company opt for Form C-S instead of Form C?
A: Yes, if your company meets the criteria, it can opt for Form C-S, which is a simplified form of financial statements.

Q: What happens if my company fails to comply with the company secretarial requirements?
A: Failure to comply with the company secretarial requirements can result in serious penalties, including fines and even the struck-off of your company from the register.

Angela Lee
Angela Lee
Director of Research

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