Staying Compliant: A Guide to Singapore’s Company Secretarial Requirements for Foreign-Registered Companies
As a foreign-registered company, operating in Singapore can be a lucrative and exciting opportunity. However, it is crucial to ensure that your company complies with the stringent regulations and requirements set by the Singaporean authorities. In this guide, we will outline the essential company secretarial requirements for foreign-registered companies operating in Singapore, helping you to stay compliant and avoid any potential penalties or fines.
Company Registeration
The first step in setting up a foreign-registered company in Singapore is to register your company with the Accounting and Corporate Regulatory Authority (ACRA). This requires submitting an application for registration, which includes providing detailed information about your company, including its name, business activities, and registered address. You will also need to provide proof of identity and proof of address for your company’s directors and shareholders.
Annual Returns and Filing
As a foreign-registered company, you are required to file annual returns with ACRA within 20 business days of the anniversary of your company’s incorporation date. The annual return must include information about your company’s financial situation, shareholding structure, and directorship. Failure to file this return on time can result in penalties and fines.
Audited Financial Statements
Foreign-registered companies with an annual turnover of S$5 million or more are required to have their financial statements audited by an independent auditor. The audited financial statements must be filed with ACRA within 6 months of the company’s financial year end. The auditor’s report must be signed and dated, and the financial statements must be accompanied by a declaration by the company’s directors.
Constitution of the Company
The constitution of the company, also known as the Memorandum and Articles of Association, must be in compliance with the Singapore Companies Act. This document outlines the company’s rules, regulations, and procedures, and must be signed and sealed by all directors and shareholders.
Appointment of Company Secretary
A company secretary is required to be appointed by the company, and must be a natural person who is resident in Singapore. The company secretary is responsible for ensuring that the company complies with all regulatory requirements, including filing returns and submitting financial statements. The company secretary must also ensure that the company’s constitution is in compliance with the Singapore Companies Act.
Directors’ Responsibilities
Directors of foreign-registered companies must also comply with the Companies Act and other relevant legislation. This includes ensuring that the company complies with all regulatory requirements, and that the company’s financial statements are accurate and complete. Directors must also ensure that the company’s constitution is in compliance with the Singapore Companies Act.
Tax Compliance
Singapore has a territorial tax system, which means that only income earned in Singapore is subject to tax. Foreign-registered companies are required to file tax returns with the Inland Revenue Authority of Singapore (IRAS) on a yearly basis. The company must also pay any outstanding tax debts, and failure to do so can result in penalties and fines.
Additional Requirements
In addition to the above requirements, foreign-registered companies may also be required to comply with other regulations, such as:
- Employment Pass requirements for foreign employees
- Work permit requirements for foreign workers
- Intellectual property registration
- Environmental and health and safety regulations
Conclusion
In conclusion, staying compliant with Singapore’s company secretarial requirements is crucial for foreign-registered companies operating in Singapore. By understanding the various requirements, including company registration, annual returns and filing, audited financial statements, constitution of the company, appointment of company secretary, directors’ responsibilities, tax compliance, and additional requirements, you can ensure that your company is in compliance with all relevant regulations and avoid any potential penalties or fines.
FAQs
Q: What is the deadline for filing annual returns with ACRA?
A: The deadline for filing annual returns with ACRA is within 20 business days of the anniversary of your company’s incorporation date.
Q: Do I need to have my financial statements audited?
A: Yes, if your company has an annual turnover of S$5 million or more, you are required to have your financial statements audited by an independent auditor.
Q: Who can be appointed as a company secretary?
A: A company secretary must be a natural person who is resident in Singapore.
Q: What is the penalty for non-compliance with company secretarial requirements?
A: Failure to comply with company secretarial requirements can result in penalties and fines, including fines up to S$10,000 and imprisonment for up to 6 months.
Q: How do I file tax returns with the IRAS?
A: You can file tax returns with the IRAS online or by mail.
Q: What is the deadline for paying outstanding tax debts?
A: You must pay outstanding tax debts on or before the due date, or you may be subject to penalties and fines.