10 Things you should know about Doing Business in Singapore

Can I be exempted from Audit?

Companies that are regarded as a “small company” or “small group” for a particular financial year, or are dormant*, are exempted from audit requirements. These companies therefore do not need to appoint auditors (or have their financial statements audited) for that financial year. 

In general, a company will be considered a “small company” if it is a private company throughout the current financial year, and satisfies any 2 of the following criteria for each of the 2 financial years immediately before the current financial year:

1. The company’s annual revenue does not exceed $10 million;
2. The value of the company’s total assets does not exceed $10 million; or
3. The company does not have more than 50 employees.

Companies which are part of a group are subject to the same criteria above to determine if it is a “small group”. 

* A company is dormant if there is no accounting transaction during its current financial year with some exempted transactions 

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 paid-up capital can be in different currencies The concept of authorised capital no longer exists. Furthermore, the company should have a minimum of 1 director and 1 shareholder (individual or corporation).

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 and their responsibilities are the same. Mazars can provide a nominee director service to you. 

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?

Unless exempted, the annual general meeting (AGM) of shareholder(s) must be held within 6 months of the end of every financial year. The accompanying annual return has to be filed within 7 months of the end of every financial year.  

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 a small 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.