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Corporate Compliance – An Overview

CORPORATE COMPLIANCE – AN OVERVIEW

Annual General Meeting (AGM)

Singapore companies are required to conduct an AGM once every calendar year. Key requirements of the AGM are as follows:

  • The first AGM must be held within 18 months from its incorporation;
  • The interval between AGMs should not be more than 15 months;
  • Directors are required to present a true and fair value of the company’s accounts to the shareholders at the AGM. It is the responsibility of the Directors to appoint individuals with the necessary expertise for the preparation of such accounts.
  • The filing of the Annual Returns must be within 1 month after the AGM.

A key legislative change under the Companies (Amendment) Bill 2017 include the exemption of private companies from holding AGMs if financial statements are sent to members within 5 months of the financial year end (“FYE”). However, companies must still hold an AGM or general meeting if requested by shareholders or auditors.

Filing of Financial Statements

Singapore incorporated companies are required to prepare their financial statements in accordance with Singapore Financial Reporting Standards (SFRS). Financial statements are also required to be filed with ACRA in XBRL format, except for the following:

Exemptions          Filing Requirement
Specific companies regulated by Monetary Authority of Singapore; and

 

Companies allowed by law to prepare accounts in accordance with accounting standards other than SFRS, SFRS for small entities or IFRS.

 

Financial statement highlights (FSH) in XBRL format and PDF copy of financial statements.
Solvent Exempt Private Companies (EPC)Exempted, but encouraged to file full set of XBRL financial statements or FSH in XBRL format.

 

Insolvent EPCFull set of XBRL financial statements or FSH in XBRL format.

 

Companies limited by guarantee; and

 

Foreign companies and their local branches

 

PDF copy of financial statements.
Audit of Financial Statements

A company is required to appoint an auditor within 3 months from the date of its incorporation, unless exempted. The Companies Amendment Act provides for certain audit exemptions, subject to fulfillment of certain criteria. For details, please refer to here.

Filing of Estimated Chargeable Income (ECI)

ECI is an estimate of the company’s taxable income after deducting tax-allowable expenses for any year of assessment. Singapore companies are required to declare the revenue amount and ECI with Inland Revenue Authority of Singapore (IRAS) within 3 months of the financial year end for the company. A “nil” ECI needs to be filed even if the company estimates not to have any chargeable income.

GST Registration

Goods and Services Tax (GST) is a consumption tax levied on the supply of goods and services and the import of goods into Singapore. The prevailing GST rate is 7%, and is applied to the selling price of goods and services provided by GST registered business entities in Singapore. GST registration in required only if:

  • Turnover is more than S$1 million for the past 12 months; or
  • Turnover is expected to exceed S$1 million for the next 12 months

A GST registered business entity is required to submit a return to the tax authorities based on the accounting cycle, normally on a quarterly basis.

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