Post Incorporation Guide to Singapore Company Registration (For New Singapore Companies)
There are many things that you need do after the successful incorporation of your company in Singapore. The directors, secretaries and other officers of your company are advised to read and comply accordingly.
(The information presented below is not intended to be exhaustive. Please seek professional advice when in doubt.) One of the most common questions we get is, “how to register a company in Singapore?”
If you are interested in Singapore company registration, this is valuable information that you cannot afford to miss.
Certificate Confirming Incorporation
You may remember a time when companies were given hard copies of their incorporation certificates. That is no longer the case – now, the Accounting and Corporate Regulatory Authority (“ACRA”) only sends this by email. This email will include your registration number and your incorporation date. If you do want to acquire a hard copy, you can do so by submitting a bizfile request. This is $50, and takes 5 days to receive. This can be a vital process of your company registration Singapore.
Company Business Profile
This is the equivalent of a certificate of incumbency in other jurisdictions, and it is a public document that can be purchased from the ACRA. It contains the following basic information about your company:
- Name of your company
- Your registration number
- The date of your incorporation
- Your official address
- Shareholders details
- Director’s details
- Principal activities
- Issued / Paid up capital
- Secretary details
- Bank charges
- Name of audit firm you have appointed.
You will need this company profile for many reasons, including bank accounts, acquiring business telephone lines, property leases and more.
After registering your company in Singapore, you must issue share certificates under the common seal of your company to the initial subscribers / shareholders of the company.
The company shall issue share certificates to its members within 2 months from the date of any allotment of shares or within 1 month from the date of transfer of shares.
It is mandatory for all Singaporean Companies to have a common seal. A common seal is a metallic seal which when embossed (especially on important documents), leaves an impression once affixed on the documents.
This is usually purchased and held by your company secretary, and takes about 7 to 10 working days to be ready.
A rubber stamp is not mandatory, but most companies prefer to have one for official documents. In general, most companies like their stamps to indicate their company’s registration number and mailing address.
Company Registration Numbers on Business Documents
It is a statutory requirement that all official company documents must bear the company registration number (UEN No.). Examples of official documents are company letterheads, business letters, statements of account, invoices, official notices etc.
If your company is Goods and Service Tax (“GST”) registered, you must print both the GST registration number and company registration number on your documents (even though they may be exactly the same).
Every company must appoint a secretary within 6 months from their date of incorporation, and the office of secretary cannot be left vacant for more than 6 months. The secretary must be a natural person, and must be a resident of Singapore.
When registering a company in Singapore, it is the duty of the directors of a company to take all reasonable steps to ensure that each secretary of the company is a person that has the requisite knowledge and experience to discharge the functions of secretary of the company.
In the case that the director is the sole director of a company, he or she shall not act or be appointed as the secretary of the company.
Appointment of Auditors
You must choose and appoint your auditor within 3 months of your incorporation, unless you have been previously exempted of this duty.
The following are the current conditions for audit exemption:
- You do not have more than 50 employees;
- Your revenue does not exceed S$10 million; and
- Your asset values are not more than S$10 million.
Notification of Changes
It is the company’s responsibility to update the ACRA (within the stipulated time) of any changes in the company that pertain to the company’s shareholders, share capital, location of registered office and officers etc. Any failure to do so will incur penalties.
You need to promptly inform your company secretary / secretarial agent of occurrences of any such changes in the company so that they can prepare the relevant statutory returns and resolutions for your signatures, and are able to lodge the relevant statutory returns to the ACRA within the stipulated time.
Financial Year End
Unlike some other countries, registered companies in Singapore have the liberty to choose any date as their financial year end. It is advisable that you keep your first financial year end date within 365 days of your incorporation in order to maximise the benefit of your ‘first three years’ income tax exemption.
Opening of a Bank A ccou nt(s)
In general, most Singaporean banks have the following requirements when opening a corporate bank account (this may vary):
- Corporate Account Opening Forms provided by the respective banks (to be signed by authorised signatories as per the board resolution).
- A Board of Directors Resolution for the opening of the account, and the authorised signatories for the account (most banks have their own format – and you just need to sign it).
- The Company’s Business Profile from the ACRA.
- A certified copy of the company’s Memorandum and Articles of Association (M&A).
- Copies of your Passport and/or Identity Card (if you are in Singapore, just bring the originals and the bank will make a copy).
- Proof of your residential address of directors and/or authorised signatories (i.e. latest utility bill, credit card or bank statement).
Remember, all documents in other languages must be translated to English by certified translator. Different banks may require additional documents, on a case by case basis.
If you sign forms and documents at the bank, most institutions will want the majority of your directors to be there in person. That said, some banks will accept the signing at their overseas branches, or they will accept a notarized letter.
A bank signatory does not need to be a company director or shareholder.
Some types of business require specific licenses to operate. If this is the case for your industry and activities, you will need to get one of these licenses to start working.
Some of the businesses that do need licenses include: restaurants, service providers, travel agencies, importers, financial services and others. The Singapore business licenses guide can help you with this information.
Registered Office Hours
From the date of its incorporation, a company must have a registered office within Singapore to which all communications and notices can be addressed, and which must be open and accessible to the public for not less than 3 hours during ordinary business hours on each day, except Saturdays and public holidays.
Import and Export Permit
Customs registration is not mandatory, and is only required for companies that are importing goods into Singapore or exporting goods from Singapore.
If your company wishes to import goods into or export goods from Singapore or submit permit applications on behalf of other traders, it is a regulatory requirement to complete the registration process and activate your account. The application must be done via TradeNet by either one of the owners or by the directors of the company.
Income Tax Registration:
No separate income tax registration is required for Singaporean companies, and the company automatically gets registered with the Inland Revenue Authority of Singapore (“IRAS”) once the company is registered with the ACRA.bYour company registration no (UEN No) also serves as the tax reference number for all tax purposes.
Goods and Service Tax (“GST”) Registration
GST is also known as Value Added Tax (VAT) or Sales Tax in many other countries.
GST registration for Singaporean companies is optional for companies that have an annual turnover of less than S$1 million. However, it is mandatory for any company that has a turnover above S$1 million (there are some exceptions).
You may also choose to voluntarily register for GST. Approval for voluntary registration is at the discretion of the IRAS. Once approval is given, you must remain registered for at least two years.
Central Provident Fund (“CPF”) Submission Number
New employers need a CPF Submission Number (“CSN”) to transact with the CPF Board. You can apply for your CSN via the cpf.gov.sg online application service. When you submit your application, you will receive a welcome package alongside your CSN from the CPF Board.
The CPF Board strongly encourages employers to sign up for CPF e-Submission when making their CPF contributions. Employers who submit CPF contribution details for 11 and more employees using the hardcopy Payment Advice are charged a processing fee of S$7 per employee per month.
Monthly CPF / SDF Contribution
CPF submission must be done before the 14th of each month for the previous month’s salary.
CPF is a compulsory pension fund scheme in which the employer and employee contribute a percentage of their monthly salary. CPF employer contributions are mandatory for all local employees who are Singapore citizens or permanent residents who earn more than S$50 a month.
Employment Pass holders do not have to contribute to CPF.
Employers are also required to contribute to a monthly skill development fund (“SDL”) for all of their employees who work in Singapore. The SDL is calculated at a rate of 0.25% of the remuneration of the employee, with a minimum contribution of S$2 (for an employee earning less than S$800 a month) and a maximum contribution of S$11.25 (for an employee earning more than S$4,500 a month).