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We have compiled some information that may be of use to you, particularly regarding the typical operations of a company in Singapore. For further discussions or enquiries, feel free to contact us.

Starting a business?

Starting a new business can be daunting, especially if it is your first business. In Singapore, we have very strict corporate governance and have many items to deal with in relation to running a business.

Fret not, regardless of how much you may know about running a business, you may rest assured that by engaging us, you will be well looked after and we will guide you through the various processes. Feel free to contact us for consultations on setting up and operating a business as well. Therefore, as long as you have the great business idea that you would like to turn into reality, simply take the leap of faith and let us make it happen together.

Despite so, we recommend that you familiarise yourself with the fundamentals in order to ensure that you know what is taking place and prepare yourself on what to expect in running a business. An overview of the key functions and procedures of a Company are presented below which should generally be able to give an overview of what is minimally required. If you will like to have a deeper insight and are keen to learn more, ACRA has published a free interactive learning platform "Essentials of Starting a Business (ESB)" that may be of use to you, which can be accessed via this link. The course should not take more than 2 hours to complete which is broken into bite sized modules which you can access at your convenience.

Types of business entities

In Singapore, there are various entities businesses can set up, namely a sole-proprietorship, partnership, limited partnership, limited liability partnership, or a Company (typically private limited).

Depending on your business requirements and its nature, a specific type of business may be more applicable for you, based on its running costs, compliance requirements, income tax treatments and liabilities involved.

You may view this publication by ACRA for a comparison of the differences between the various forms of businesses.

In general, most individuals starting a business opt for a private limited company (Pte. Ltd.) due to it being a separate legal entity on its own, have shareholders, own properties, while not being liable to any debts or liabilities the company incurs. This form of business also has perpetual succession as its shares are transferable and they determine the ownership of the company. Business income is also taxed at the corporate rate, which can be lower than the individual tax rates, and has significant tax exemptions and rebates.

Structure of a private limited company

A private limited company consists of the multiple persons that make up its operations, with various role and responsibilities.

An illustration of the basic formation of a company is shown here:

The individual roles of each person are listed below

Directors: Manage the business and act for the company (through resolutions, see below)

Purchase properties
Obtain loans, secure charges/ mortgages, open/close bank accounts
Appoint individuals as directors/ secretaries
Recommend dividends

Shareholders: Own the business (owners/ investors)

Holds voting rights at meetings
Entitled to the profits of the company (dividend payments)
Approve the appointments of/ appoint/ remove directors and/or auditors at meetings
Decide on ordinary/ special resolutions (see below)

Secretary: Ensure company compliance

Has knowledge and experience on statutory requirements and Companies Act (Cap. 50)
Prepare all documents to execute the items listed under the abilities of directors and shareholders
Perform filing to ACRA
Prepare documents relating to the company's statutory requirements
Maintain and keep company's records

Auditor: Verify company compliance (Only if company does not qualify as a small company, see below)

Audit accounts for compliance with requirements
Identify any non compliance with requirements in operations
Verify records and filing transactions are properly kept

For more information, visit this link.

Note: Each company must have at least 1 local director, 1 shareholder at any point in time and the secretary position must not be vacant for more than 6 months.

Resolutions

As a Company is not an individual person, but a legal entity, it can only make decisions by passing resolutions. While the directors and shareholders have their own respective powers in representing the company and having ownership in the company respectively, they both can decide on matters within their scope by way of passing resolutions, either at a physical meeting or by written means, with the requirements stipulated in the company's constitution (articles of association).

Director's resolution:

All matters relating to the company's operations, such as purchasing of properties, securing credit facilities, recommending dividends, investing in subsidiaries will require a resolution from the company as a form of documentation, such as the bank requiring a resolution from the company to state its intention to open a bank account. This resolution shall be decided by the directors and signed. Usually, all matters relating to the operations of the company can be decided by way of a director's resolution, other than matters requiring the approval of the members through an ordinary or special resolution, as required by the Companies Act.

Shareholder's resolution:

The shareholder's resolution are matters resolved by the members of the company, not the directors, and are decided at the Annual General Meeting, or Extraordinary General Meetings (any meetings other than the AGM). The shareholders can call for meetings to decide on matters relating to their ownership of the company, such as deciding on the appointment or removal of directors, declaration of director's fees, or declaring dividends. While the directors do have powers to appoint other director's, the members have their right by passing an ordinary resolution to remove or appoint the directors, as well as deciding if a director should be re-elected at the AGM when their term expires. The members can also pass an ordinary resolution (50% agreement) or a special resolution (75% agreement) as required to decide on various matters, based the type of resolution required by the Companies Act depending on the matters to be resolved.

Variations in statutory requirements

Private limited companies are further divided into two categories, namely an exempt private company (EPC) and a private company. Most companies fall under the category of an EPC, which has simplified procedures relating to its accounts (financial statements) and ability to provide loans to its directors.

The illustration below is an example of the differences, as well as the conditions of a small company to be exempt from audit requirements.

Exempt Private Limited Companies are no longer required to file their accounts with ACRA, although they may elect to do so. However, this does not mean that the Company need not prepare its financial statements, as it is still a legal requirement to do so. More information here. For companies requiring to file accounts to ACRA, they need to be filed in XBRL format.

Dormant Companies are however not required to prepare nor audit their financial statements, if it fulfils the criteria set out in the Companies Act. More details can be found here.

Companies can engage our services to prepare their financial statements if they qualify as a small company/ group. Otherwise, they will have to engage an auditor to prepare and audit their financial statements.

ACRA compliance requirements

The Companies Act (Cap. 50) had been amended and the current yearly proceedings of holding an Annual General Meeting, preparation of Financial Statements (FS) and filing of Annual Returns (AR) are as follows:

Company must inform ACRA of FYE upon incorporation
AGM to be held within 6 months after every FYE
FS to be laid at each AGM
AR to be filed within 7 months after every FYE
Changes in FYE must be approved by ACRA if
- It results in a financial year of more than 18 months
- A change of FYE took place within the last 5 years

Note: It is important for companies to be well aware of the statutory deadlines as failing to comply will result in penalties levied by ACRA.

The illustration below shows the compliance timeline of a typical company (based on new 2018 regulations)

Previous revisions to the regulations require companies to keep a register of nominee directors and register of controllers. Beneficial ownership of each company must also be obtained.

Visit this link for more information relating to the Companies (Amendment) Act 2017, or this link for more details on the procedures required in running a company.

Tax compliance (IRAS)

Tax is assessed on a company's profit at a fixed rate of 17%, after tax exemptions and allowable deductions

To find out more about Singapore's corporate tax filing requirements, important dates and schemes, click here to view the information on IRAS website. We will also be available to consultation on tax matters and planning to ensure compliance while maximising your tax benefits.

Tax is assessed on a basis period, being the financial year of the company. Tax is assessed in the year following the basis period, I.E. for companies with FYE in 2022, it is assessed under year of assessment (YA) 2023 for tax. Apportionment of profits will be required should the financial year of a Company exceed 12 months (for newly incorporated companies) or a YA (for existing companies changing their FYE).

New companies may enjoy benefits such as further tax exemptions, although proper planning is required to implement the first financial period for the Company to suit its operations while ensuring a practical approach in accounting and tax obligations.

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