Can I be exempted from Audit?
A private company which meets 2 out of 3 of the following quantitative criteria for the 2 immediate past financial years will be considered a small company and be exempted from audit. For a company that belongs to a group, the company must firstly qualify as a small company and its entire group must be a “small group”, subject to the same quantitative criteria, to qualify for the audit exemption.
- Total annual revenue ≤ SGD 10 million
- Total assets ≤ SGD 10 million
- Number of employees ≤ 50
What can I call my company?
An application must be made to the Accounting & Corporate Regulatory Authority (ACRA) for the approval of the proposed company’s name. A private company must have the word “Private” as part of its name, inserted immediately before the word “Limited” or abbreviation thereof. A proposed company name will not be approved if it is identical to or resembles the name of an existing entity. Undesirable names will also not be approved.
How much paid up capital do I need?
The minimum required paid-up capital when registering a Singapore company is S$1. The concept of authorised capital no longer exists. Furthermore, the company should have a minimum of 1 director and 1 shareholder.
Do I need a local director?
At least one director must be a local resident director (Singapore citizen, Permanent Resident, or Employment Pass holder) who is a natural person and above 18 years of age.
Are nominee directors allowed?
Yes, nominee directors are allowed. The law however, does not distinguish a nominee director from an executive director. The responsibilities are the same.
Who can serve as my company secretary?
Every company must appoint a secretary, who must be a natural person and whose principal place of residence is Singapore, within six months from the date of incorporation. A private company may appoint a non-qualiﬁed secretary as long as the directors make sure the appointed secretary has a reasonable knowledge of regulations.
The law however, does not distinguish a nominee director from an executive director. The responsibilities are the same.
Do I need to appoint an auditor?
Every company must appoint auditors within three months from the date of incorporation unless exempt from audit requirements under Section 205B or 205C of the Companies Act.
Do I need a registered office?
Every company must have a registered oﬃce in Singapore, which must be open and accessible to the public during normal oﬃce hours.
When must I hold my AGM?
The ﬁrst annual general meeting (AGM) of shareholders must be held within 18 months from the date of incorporation or within 6 months of the end of your financial period, whichever occurs earlier and thereafter an AGM must be held once in every calendar year and not more than 15 months after the last AGM.
When must I file my audited accounts?
A company incorporated in Singapore (other than companies exempted from audit e.g. a small company or a dormant company) is required to ﬁle audited accounts annually with ACRA. Though an exempt private company or a dormant company is not required to ﬁle audited accounts, it is, like any other company, required to keep suﬃcient accounting records to enable a proﬁt and loss account and balance sheet to be prepared.
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