Corporate Compliance Requirements

Appointment of director

  1. A director is the person responsible for managing the affairs of the company and providing it with directions.
  2. Under the Companies Act, the minimum number of directors required is one (1).
  3. A company must have at least one (1) director who is ordinarily resident in Singapore.
  4. Any person above the age of 18 years old can be a director of a company. There is no maximum age limit for a director. However, certain individuals (e.g. bankrupts and persons convicted of offences involving fraud or dishonesty) are disqualified from holding director positions.

Appointment of Chief Executive Officer (“CEO”)

  1. It is not compulsory for a company to appoint a CEO. It is the company’s discretion to decide whether to appoint a CEO. Such a person may be appointed as both a director as well as a CEO.
  2. The officers of the company will be the director, secretary and the CEO, if the CEO is employed in an executive capacity.

Appointment of company secretary

To be appointed within six (6) month after date of incorporation of the Company.

Appointment of auditor

  1. To be appointed within three (3) months after date of incorporation of the Company unless it is exempted from audit requirements.
  2. A company is exempted from audit requirements if it qualifies as a small company. The definition of small company is as follows:
    1. It is a private company in the financial year; and
    2. It meets at least 2 of the 3 following criteria for immediate past two consecutive financial years:
      1. Total annual revenue ≤ SGD10m;
      2. Total assets ≤ SGD10m; or
      3. No. of employees ≤ 50.
  3. For a company which is part of a group, the company must qualify as a small company and the entire group must be a “small group” to qualify to the audit exemption.

Annual Return Filing with ACRA (Singapore Registry of Companies)

  1. To be filed within seven (7) months after financial year end.
  2. Filing of financial statements in XBRL format; submit together with Annual Return. 

Filing of Corporate Income Tax

  1. Estimated chargeable income to be filed to IRAS (Tax Authority of Singapore) within three (3) months after financial year end.
  2. Tax computation to be filed to IRAS by 30 November in the year following the financial year end.

Goods and Services Tax (“GST”)

  1. Compulsory registration is required when
    1. Past 12 months of taxable turnover exceeded SGD1 million; or
    2. Expected your taxable turnover in the next 12 months to be more than SGD1 million.
  2. Voluntary registration is allowable but must remain registered for at least 2 years.

Singapore Central Provident Fund (“CPF”)

  1. To register for CPF when you hire your first staff.
  2. Monthly CPF filing and payment.