Corporate compliance obligations in Singapore

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Every registered company in Singapore is strictly required to meet its ongoing compliance obligations. It is the responsibility of the director(s) of the company to ensure that these obligations are met. Below is a detailed list of the major compliance obligations a Singapore registered entity should follow.

Registered Office

Singapore registered companies must have a registered address to which all communications and notices can be directed. This must be a physical location within
Singapore and open and accessible to the public for not less than three hours during normal business hours each business day.

Companies without a physical property in Singapore may choose to use a service provider that offers a registered office address and mail-forwarding services.

Display of Company Name and Unique Entity Number

Upon incorporation of an entity in Singapore, ACRA provides a Unique Entity Number (UEN), which represents the company’s identification number in administrative matters.

A Singapore company must display its name and UEN on all company documents such as letters, invoices, statements of account, and official notices and publications.

Records

A Singapore registered company is required to register and maintain up-to-date details of its directors, chief executive officers, secretaries, and auditors. Some shareholder resolutions and liens over the company’s assets also need to be registered with the authorities.

The company must also retain the following registers at its office:

• Register of Shareholders
• Register of Registrable Controllers (any person or entity that controls 25% or more of the company)
• Register of Nominee Directors - (a director who acts in accordance with the directions, instructions, or wishes if another person)

Annual General Meting

A private company must hold its annual general meeting (AGM) within six months of the end of its financial year. A publicly listed company must hold its AGM within four months of the end of the fiscal year. 

Certain private companies are not required to have an AGM if, for example, if the company is dormant or the members pass resolutions waiving the need for an AGM.

Filing of Annual Returns with ACRA

A Singapore company must file its annual return (AR) with ACRA via the BizFile+ portal, unless exempt. The AR must be filed within seven months of the financial year-end of the company for a private company and within five months for a public company.

Exempt private companies (EPC) that are solvent can complete a simplified AR which does not require the submission of financial statements. An EPC is a private company that has no more than 20 shareholders, none of which is a corporation.

For all other companies, the annual return must include the company’s financial statements, which need to be lodged in XBRL (eXtensible Business Reporting Language) format. XBRL is a standardised communication language in electronic form for financial statements. Generally, the company’s financial accountants or auditors will convert the financial statements to XBRL.
 
GST Returns

The Goods and Services Tax (GST) is a consumption tax applied to most goods and services sold in Singapore, including digital services from overseas providers. A company is required to register for GST with the Inland Revenue Authority of Singapore (IRAS) if its annual turnover exceeds SGD 1 million.

Once registered, the company is required to charge GST to its customers in Singapore. It must also lodge a monthly or quarterly GST return accounting for the GST it has collected from its customers, less GST paid on inputs. Some exemptions from registering apply, such as a business whose turnover mostly relates to exported goods and services.