Starting a business is an exciting journey but comes with many challenges. One of the most significant challenges is ensuring compliance with the relevant laws and regulations. In Singapore, newly incorporated companies must comply with regulations to avoid hefty fines and legal issues.

This guide will help you understand the Singapore compliance requirements for newly incorporated companies. We'll cover everything from registration to ongoing compliance requirements, so you can focus on growing your business without worrying about legal issues.

Registration Requirements for Newly Incorporated Companies

Before you start your business in Singapore, you must register your company with the Accounting and Corporate Regulatory Authority (ACRA). Here are the registration requirements for newly incorporated companies:

1. Company Name: Your company name must be approved by ACRA before you can proceed with the registration process. The name must be unique, not infringe on any trademarks, and not be offensive.
2. Directors and Shareholders: You must have at least one director who is a Singaporean citizen, permanent resident, or an Employment Pass holder. The director must be at least 18 years old and not bankrupt. You must also have at least one shareholder.
3. Registered Address: You must provide a registered address for your company. The address must be a physical address and not a P.O. Box.
4. Company Secretary: You must appoint a company secretary within six months of incorporation. The company secretary must be a Singaporean resident.
5. The Constitution: It is mandatory to provide a copy of your company's constitution, a legal document that outlines the guidelines and regulations for the management of the company. Also, the shareholders' signed copy of the constitution must be maintained at the company's registered office address during the incorporation process. Therefore, ensuring that your company functions within the legal framework and operates smoothly is crucial.

Once you've fulfilled the registration requirements, you'll receive a Certificate of Incorporation from ACRA.

Compliance Requirements for Newly Incorporated Companies

After incorporating your company, you must comply with the ongoing compliance requirements to avoid penalties and legal issues. Here are the Singapore compliance requirements for newly incorporated companies:

1. Annual General Meeting (AGM): Every company must hold an AGM once a year. The company's financial statements are presented to the shareholders during the AGM for approval.
   If your company’s financial year ends on or after 31 August 2018:
   • If you are a listed company, you must hold an AGM within four months after your company’s financial year-end and file the annual return within five months after your company’s financial year-end.
   • If you are not a listed company, you must hold an AGM within six months after your company’s financial year-end and file the annual return within seven months after your company’s financial year-end.
2. Filing of Annual Returns: According to Section 197 of the Act, listed companies must submit their Annual Returns (AR) within five months after the end of their fiscal year. On the other hand, companies that are not listed are given a deadline of seven months to file their AR. However, for companies with a share capital and maintaining a branch registry outside of Singapore, the Annual Return must be submitted within six months after FYE for listed companies and eight months after FYE for non-listed companies.
3. Financial Statements: Every company must prepare financial statements that comply with the Singapore Financial Reporting Standards. However, Audit exemption is applicable to companies that meet the small company/group exemptions. To check if your company qualifies for exemption, you can check out ACRA for more details.
4. Tax Compliance: Every company must comply with the tax regulations in Singapore; This includes registering for Goods and Services Tax (GST) if your annual turnover exceeds S$1 million and filing Corporate Income Tax returns with the Inland Revenue Authority of Singapore (IRAS) timely.
5. Work Pass Applications: If you plan to hire foreign employees, apply for work passes with the Ministry of Manpower (MOM).

Corporate Compliance Requirements for Newly Incorporated Companies

When you set up a company in Singapore, there are several corporate compliance requirements that you need to meet. Failing to meet these requirements can result in significant fines and even imprisonment.

Some of the essential requirements are:

• The company must have at least one director and one shareholder.
• The company must have a registered office in Singapore.
• The company must maintain registers of members, directors, and secretaries.
• The company must file an annual return with ACRA.
• The company must hold Annual General Meetings annually.
• The company must maintain accounting records.

Tax Filing Requirements for Newly Incorporated Companies in Singapore

If you are a newly incorporated company in Singapore, then you’re probably aware that there are specific tax filing requirements you must take care of. One of these is the Corporate Income Tax.

Singapore follows a preceding-year basis for assessing Corporate Income Tax, with a flat rate of 17% on chargeable income; This applies to both local and foreign companies.

Your company has to file two Corporate Income Tax Returns with IRAS every year:

1. Estimated Chargeable Income (ECI)
   Companies in Singapore must submit their Estimated Chargeable Income (ECI) within three months from the end of their financial year to declare an estimate of their taxable income for a specific Year of Assessment (YA). However, certain companies are exempted from filing ECI, such as those that qualify for an ECI filing waiver and those not required to file ECI.
2. Form C-S/ Form C-S (Lite)/ Form C
   The form/s are used to declare a company's actual taxable income for a year of assessment. It is due every year by 30 November.

For more detailed information on the basics of Corporate Income Tax, please visit the Inland Revenue Authority of Singapore (IRAS) website.

You must ensure all documents are filed on time and per IRAS regulations. Failure to do so will result in hefty late payment fees. To avoid this, it is beneficial for you to engage an experienced professional services firm like Precursor. We can help guide you through the different compliance processes and ensure all documents are filed correctly and on time. 

Penalties for Non-Compliance

Non-compliance with the Singapore compliance requirements for newly incorporated companies can result in penalties and legal issues. Here are some of the penalties for non-compliance:

• Late Filing Fees: If you fail to file your annual returns on time, you'll be charged late filing fees.
  
• Court Summonses: If you fail to comply with the regulations, you may receive a court summons.
• Fines: Fines can range from a few hundred dollars to thousands of dollars, depending on the severity of the non-compliance.
• Deregistration: If you fail to comply with the regulations continually, your company may be deregistered by ACRA.

Other Compliance Obligations of a Singapore Company

As a business owner, you must meet other compliance requirements to maintain the validity of your Singapore company. These requirements include filing annual returns, appointing audit firms to audit your company's accounts if necessary, paying taxes promptly, and conducting regular employee training and assessments for certain regulated sectors.

1. Good Corporate Governance (GCG)
   You should also ensure that your organisation complies with Good Corporate Governance (GCG) standards by implementing appropriate processes and procedures for activities such as risk management, corporate disclosure and transparency. It is also important to note that newly incorporated companies must conduct regular board meetings and submit periodic financial statements to the relevant authorities.
2. Anti-Money Laundering and Counter-Terrorism Financing
   In Singapore, these regulations are put in place to combat financial crimes and the financing of terrorism. These regulations require financial institutions to conduct customer due diligence and monitor transactions to identify suspicious activities. They also mandate reporting suspicious activities to the authorities. Non-compliance with these regulations can result in severe penalties, including fines and imprisonment. The Monetary Authority of Singapore oversees the implementation and enforcement of these regulations to ensure the integrity of Singapore's financial system.
3. Personal Data Protection Act (PDPA)
   The collection, usage, and sharing of personal data by organisations in Singapore are regulated by PDPA. The PDPA applies to all companies, irrespective of their size or industry, that operate in Singapore. Organisations must obtain consent from individuals before gathering their personal information and take appropriate measures to ensure the accuracy and security of the data. The PDPA also grants individuals the right to access and rectify their personal data retained by organisations. Organisations that fail to comply with the PDPA may face fines and other forms of penalties.

Resources to Stay Compliant with Singapore’s Corporate Practices

Staying informed and up to date with Singapore’s corporate practices is critical to meeting compliance requirements. To stay in the know, you can refer to relevant government websites such as the ACRA website or the Ministry of Manpower website.

You can also subscribe to industry newsletters and podcasts by professional advisors, legal advisors, accountants or HR consultants. Additionally, some companies may conduct seminars or workshops on corporate financing, legal requirements and other compliance matters related to newly incorporated companies.

If you’re looking for one-stop convenience for all things compliance-related, Precursor offers a wide range of services to help you stay compliant with Singapore’s corporate practices. With expert advice from our experienced professionals, you won’t need to worry about getting out of sync with Singapore’s ever-changing compliance landscape.

FAQs

Starting a business in Singapore can be challenging, but complying with the Singapore compliance requirements for newly incorporated companies doesn't have to be. Avoid penalties, stay compliant and focus on your business growth by outsourcing your accounting and compliance needs to Precursor.