Legal obligations of Companies Operating in Singapore

This guideline provides a general outline of the legal requirements that private limited companies operating in Singapore must comply with.


Accounting Records

It is mandated that all financial transactions of companies operating in Singapore to be properly recorded and kept. Such records must contain the company’s profit and loss statements, balance sheets, cash flow and all other relevant information related to the company’s operations. Such record must be preserved for at least five years and must be open for inspection by the company’s directors at any given period.


    AGM and annual Filing Requirements

    All companies must conduct an AGM within prescribed time limit and must submit Annual Return to the Company Registrar


      Appointment of Auditors

      Unless exempted by law, all companies must have an auditor within three months of their incorporation. Auditing exemption is provided to companies that meet all of the following criteria:

      1. Composed of individual shareholders only;
      2. Total shareholders not exceeding 20;
      3. Annual company turnover of not more than $5 million

        Company Registration Number Disclosure

        All companies are mandated by the Singapore Companies Act to include their registration numbers along with their company names in the following:

        1. Business letters;
        2. Statements of Account;
        3. Invoices;
        4. Official notices;
        5. Publications;
        6. Any relevant documents that need the company’s name and registration number

          Business Licenses

          When mandated, a company must secure a license for any or all of the activities it is engaged in. Many businesses in Singapore can be done without a license. However it is still important to check if your business is subjected to licensing requirements.


            Company Secretary

            All Singapore companies are mandated to appoint a company secretary within 6 months of incorporation.


              Financial Year End

              Companies operating in Singapore must have permanent financial year-end or what others refer to as year of operation. Subsidiaries of foreign companies must follow the parent company’s financial year end. Singapore business law allows companies to fix the financial year end as per their choice


                Local Resident Director

                Any company can have as many directors it needs to run its operation in Singapore. However, it must have at least one director falling under the category “resident of Singapore” and not disqualified to hold the directorship position (like bankrupt individuals):

                1. Singaporean citizen;
                2. Person with Permanent Resident status;
                3. Person with Employment Pass or dependent pass

                  Disclosure of Director's interest

                  Directors are mandated to disclose the following to their respective companies:

                  1. Any and all personal interests related to the company’s operations; and
                  2. Any appropriate interests that the director finds necessary to divulge to avoid incidents of perceived or actual conflict of interest

                    Goods and Services Tax (GST) Registration

                    GST, also known as Value Added Tax, is a form of levy on goods, services, and imports in Singapore. It is an indirect tax equivalent to 7% of a company’s price on their goods and services. A quarterly GST return must be submitted by all GST- registered companies. There are two criteria that require GST registration, namely:

                    1. Prospective basis – a company expects a one-year turnover exceeding $1 million;
                    2. Retrospective basis – a company’s one-year turnover exceeded $1 million

                      Registered Address

                      All companies must have a local Singapore addresses that can be accessed by the public during normal operating hours


                        Estimated Chargeable Income (ECI)

                        It is mandatory that every company must report its ECI and revenue amount with the Tax Authority by completing the ECI Form. This must be done three months from the end of accounting year


                          Filing of Income Tax Return

                          Deadline for submission of income tax return is every 30th of November and non-compliance to this legal requirement may result to penalties or prosecution. Income generated in previous year must be reported by this period


                            Notification of Changes

                            Any changes affecting a company’s operation, including company structure and hierarchy, must be properly filed to the Registrar of Companies. Non-compliance to this procedure will merit appropriate penalties


                              CPF registration

                              In case you plan to hire any Singapore Citizen or Singapore permanent resident then the company will have to register for CPF (Central provident Fund – Similar to Super, superannuation, pensions). Moreover you are liable to deduct relevant part of employee contribution, add to it employer contribution and the total sum must be paid to government account within 14 days


                                Payroll records

                                Payroll records consisting of monthly salary, bonus, variable compensation, any CPF, employer’s contribution to CPF and other deductions must be kept properly as mandated by Law. Moreover employers are liable to issue IR8A form to every employee within 3 months from the calendar year end. This form is similar to salary certificate which lists down the salary received by the employee during the year. Any business which employees more than 14 employees must submit IR8A for all of its employees to IRAS in electronic format