Registering your company in Singapore is not enough to start doing business in it.
There is a long process that needs to be done before a company is ready to start doing business in Singapore such as applying for work passes, hiring, looking for a place to set up your office and tasks related to statutory regulations.
We will explain some of the common requirements needed to be done after you have set up your company.
1. Conduct first board meeting
When your company is incorporated in Singapore, the directors shall pass the first board resolution.
The matters included in the first board resolutions are:
- Adopting the Constitution which will govern all the internal affairs of the company;
- Use of a company seal;
- Confirm the issuance of shares and implement other types of securities (if any);
- Appointment of officers;
- Confirm the registered office address;
- Confirm the end of the first financial year (from date of incorporation);
- If required, appoint an audit firm;
- Arrange for banking requirements (i.e. set up bank accounts); and
- Any other business you have or which is related to the company.
2. Adopt a company seal
It is mandatory to have a company seal for official documents.
These metallic, ink-free seals are often known as “common seals” and they leave an impression of the company’s name and registration number on official documents.
The usage of the seal must be permitted by the board to be used every time and should be kept by a trusted secretary.
The documents on which the seal is used must be countersigned by any two directors or company’s secretary along with one director.
3. Issue share certificates
Owning a share certificate certifies that you are the owner of the company or hold some shares of the company.
In Singapore, it is mandatory for shareholders of a company to have share certificates.
These certificates contain the company seal and the signature of two directors, or by one director and the company’s secretary.
4. Appoint a company secretary
It is mandatory to have a local company secretary for the Singapore company.
The secretary is responsible for lawful duties according to the Singapore Company Act and to take care of the administrative tasks.
Therefore, an experienced company’s secretary will assist you to handle the company’s affairs and remind you of the annual statutory filing requirements and deadlines.
5. Appoint a Chief Executive Officer (CEO)
Appointing a CEO is also a crucial task in setting up a company.
A CEO can also be more than one person and his duty is to manage the business of the company.
Should the company appoints a new CEO, directors or company secretary, the company must notify ACRA within 14 days from date of appointment.
The change will then be updated in the company’s ACRA bizfile.
6. Confirm the registered address
Register an official address (also known as registered address) in Singapore is the next step.
The address must be open to the public during its normal day hours and this can be recorded in the ACRA bizfile.
Should there be any changes in the registered address, the company must report to ACRA within 14 days of making the change.
7. Confirm the first financial year end (FYE)
Once a company is incorporated, it must decide its first Financial Year End (FYE) and notify ACRA.
Do note that the company must hold its first Annual General Meetings financial year within 6 months of the FYE, and file Annual Returns (AR) within 7 months of the FYE.
Should the company changes its FYE, it should notify ACRA.
All Singapore companies must ensure that they meet statutory deadlines for the AGM, the filing of annual return and submit financial statements (where applicable).
8. Appoint an Audit firm (where applicable)
Singapore companies are required to appoint an Auditors if they meet 2 out of the 3 following conditions (with regards to the past 2 consecutive financial years):
- Annual revenue – more than SGD 10 million;
- Total assets – more than SGD 10 million;
- Number of full-time employees – more than 50.
9. Set up statutory registers
The company secretary will assist the company to maintain the register of beneficial owners, directors, shareholders and others as required by Singapore Companies Act.
Statutory books are legal documents and they are kept at the registered offices in Singapore.
These books must be updated to reflect the following:
- Corporate officers in ACRA bizfile such as directors, auditors, and secretaries and registered controllers of the company;
- Shareholders and the number of shares they own, including details of funds or share transfers (if any);
- Information about charges (fixed or floating) over assets of the company;
- Duration and outcomes of Annual General Meetings (AGM).
Should you need assistance or would like to find out more about Company Secretarial services in Singapore, please send an email to Contact@AccountingSolutionsSingapore.com, and our company secretarial team will contact you.