Home Knowledge Singapore Singapore Company Registration private limited company Guide to Continuing Obligations of a Private Limited Company in Singapore
A company, once after registration with ACRA, has to comply with the filing requirements set forth by the Singapore Companies Act (Singapore laws chapter 50) and Income Tax Act (Singapore laws chapter 134). These requirements include holding of Annual General Meeting, appointment of directors and company secretary, filing of annual return and filing of tax return etc.
We set out below some brief notes on the continuing obligations of a Singapore company for your information.
1. |
First Board Resolutions The first meeting of the board of directors should preferably be held within one month from the date of incorporation. At this meeting, the appointment of the first directors and company secretary of the Company will be confirmed and the common seal, share certificates and statutory books adopted. The agent who helps you register your Singaporean company will normally prepare the minutes of first board meeting or a written resolution confirming above for you. If the documents handed over to you by your agent do not include that document, you should request your agent to prepare that for you. |
2. |
Changes in Particulars of Officers of the Company Any appointment, resignation or dismissal of any director, principal manager or secretary of the Company, or change in their residential addresses or identity card or passport numbers has to be notified to ACRA within one month from the date of the change. As such, we will be grateful if you could let us know of any changes as soon as possible in order that we may proceed to lodge the relevant forms with the ACRA within the statutory time frame. |
3. |
Accounting Records Every company, its directors and managers must keep sufficient accounting and other records to explain the transactions and financial position of the company and to enable accurate profit and loss account and balance sheet to be prepared from time to time. These records must be kept in such manner as to enable them to be conveniently and properly audited each year. |
4. |
Appointment of Auditor The directors must appoint an Auditor (who must be a public accountant registered under the Accountants Act 2004) within 3 months from the date of incorporation of the company. However, with effect from 1 April 2004, a company will be exempt from appointing auditors if it is dormant or is an exempt private company with a turnover of less than SGD5 million. |
5. |
Audited Accounts
(1) General Requirements A company is dormant during a period in which no accounting transaction occurs and ceases to be dormant on the occurrence of such a transaction. However, for the purpose of determining whether a company is dormant or not, the following will be considered disregarded transactions of a company:
|
6. |
Requirement to Lodge Annual Return (1) Every company must lodge an annual return with the Registrar within a month of its annual general meeting which, in turn, must be held no later than 18 months from the date of incorporation (in respect of the companys first annual general meeting), or 15 months from the date of the last annual general meeting. The accounts laid at the annual general meeting must further be not more than six months old. (2) The Registrar may, upon application, extend the 18 months, 15 months and/or six months referred to above.
(3) A dormant or exempt private company may lodge: |
7. |
Annual General Meeting
A general meeting of every company must, in addition to any other meeting, be held once in every calendar year at which the audited accounts are to be tabled. There should not be a period of more than 15 months between Annual General Meetings. The Companys first Annual General Meeting must be held within 18 months of its incorporation (subject always however to the rule that the audited statement of accounts of the Company and the directors?report presented at the Annual General Meeting must not be more than 6 months old). |
8. |
Register of Charges Every company must keep, at its registered office, a register of charges/mortgages together with the instrument creating the registrable charge or a copy thereof. This however does not exclude any charges which are not subject to registration under Section 131 of the Companies Act as the information will be needed for the preparation of the annual return for submission to ACRA. A fine not exceeding SGD2,000 and a default penalty will be imposed on the company and every officer in default of complying with the provision. |
9. |
Opening of Bank Account A bank should be appointed and signatures to cheques designated as soon as possible. Kaizen can assist you by procuring the necessary application forms for the opening of a corporate current account and preparing the relevant resolutions once you have decided on the bank which you wish to appoint. Please note that it is not a compulsory requirement that the bank account has to open in Singapore. It is the sole discretion of the director or board of directors to decide where to open the bank account and the number of bank accounts to be opened. The matters set out above are not exhaustive. Should you have any questions regarding above or if we can be of any services, please call us or send email to us at enquiries@kaizencpa.com. |
Disclaimer All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage. |