Regulatory Requirements after Company Incorporation in Singapore

Now that you have incorporated your business, you may want to start your business operations immediately. However, there are still some important things to do before you can start any business operation.

Depending on the type and level of your business, you have to comply with various laws, rules and regulations. For example, if you hire employees, you have to comply with the local employment laws.

A large company cannot start operation unless it can show proof of a physical office in Singapore. In some types of businesses, additional licensing is needed. You may have your own specific business requirements related to the staffing, office space and office infrastructure.

All these things must be done correctly and in compliance with the local laws. It will help you avoid future problems not only with the government departments but also with your employees, suppliers, contractors, resellers and business partners.

Compliance with the statutory regulations specific to your business is an important part of doing business in Singapore. You have to set up the statutory books, obtain licenses specific to your business, and register your business for taxes.

Business accounting is regulated by ACRA (Accounting and Corporate Regulatory Authority). Your company must comply with the local accounting standards. The following information provides a brief guide to the important things that must be done after incorporating a business in Singapore.

THE FIRST BOARD MEETING

This is the thing you have to do after registering your company and appointing the directors. The first Board meeting should be held by the directors. The first resolution passed by the company board has to cover the following matters:

  • Establish a constitution that will govern the company’s internal operations
  • Establish a company seal that will be used on the company’s official documents
  • Authorize issuing of shares and securities
  • Appoint the main officers
  • Confirm the registered office address of the company
  • Declare the starting financial year end (FYE)
  • Confirm the banking particulars
  • Identify other businesses related to the main company

DECLARING THE COMPANY’S OFFICIAL SEAL

The important documents of a company must have the stamp of its official seal which is a physical, ink free and metallic seal. Its impression is embossed on an official paper that declares anything related to the company.

The seal must have the name of the company and its registration number. The impressions of this seal must be embossed on all important official documents like share certificates issued by the company.

The official single seal must be kept in the safe custody of the company secretary. It can be used only on the documents that have been authorized and approved by the company board.

Keep in mind that just the seal stamp is not sufficient to authorize an official document of your company. The document must also have the signatures of at least two directors or the company secretary and one director.

ISSUING A SHARE CERTIFICATE

It is an official document issued by the company. It proves ownership of the shares in an incorporated company. All shareholders must receive their share certificates that have been officially issued by the company.

It is a mandatory requirement for all companies incorporated in Singapore. A share certificate must have the signatures of at least two directors or the secretary and one director. Share certificates are issued to the individual shareholders and must be re-issued when split, transferred, reclassified or consolidated.

APPOINTMENT OF THE COMPANY SECRETARY

One local company secretary must be appointed for the company. It is an important post. The secretary is responsible for handling the main administrative tasks. The duties include ensuring compliance with the Singapore laws.

Only a qualified and knowledgeable person should be hired for this purpose. If the company secretary is changed, ACRA must be notified about it within 14 days from the date the change is made.

APPOINTMENT OF THE CEO (CHIEF EXECUTIVE OFFICER)

The company can appoint a CEO to manage its business operations. More than one person can be appointed with this designation. ACRA must be notified within 14 days if a CEO is appointed or changed.

A REGISTERED OFFICE

All companies incorporated in Singapore must have a registered physical office in Singapore. General public must be able to access it during the office hours. ACRA must be notified within 14 days if the company office moves to another address.

FYE (FINANCIAL YEAR END)

The FYE must be fixed after incorporating the company. It should not exceed 18 months of duration in the year the company is incorporated.

If any changes are made in the FYE after incorporation, only the FYE of current and preceding year can be changed. This change is conditional.

It can be done only if the company has not passed the statutory deadlines for annual return filing, sending the financial statements, and holding of the AGM (annual general meeting). Otherwise, approval must be first obtained from ACRA if the FYE exceeds 18 months duration or any changes have been made in the FYE in the last five years.

APPOINTMENT OF THE AUDITOR (OPTIONAL)

Appointment of the auditor is not mandatory for companies that have been dormant or fulfill any two of the following conditions:

  • The company’s total annual revenue is less than S$10 million.
  • The total asset for the FYE is less than S$10 million.
  • The company has less than 50 employees.

MAINTAINING THE STATUTORY BOOKS

Statutory books must be maintained by all Singapore companies. It is especially applicable to companies that have nominee directors and beneficial owners/registrable controllers.

The statutory books must be kept at the registered office of the company in Singapore. Government agencies can demand any information contained in these documents. The documents must have:

  • Current information about the directors, secretaries and auditors
  • Details of all shares and shareholders
  • Information related to the floating or fixed debentures and charges used to secure the borrowings
  • All minutes and resolutions of the AGMs

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