Establishing Your Company in Singapore: Post-Incorporation

Upon successfully incorporating your company in Singapore, it is imperative to address several key tasks to ensure compliance and operational efficiency. This article provides a comprehensive guide to navigating post-incorporation procedures, covering essential aspects such as the first board meeting, compliance requirements, and ongoing obligations. 

1. First Board Meeting  

2. Early-stage Compliance Obligations 

3. Ongoing Compliance Obligations 

4. Other Key Information  

1. First Board Meeting  

In the early stages of establishing your company, convening the first board meeting is crucial. This meeting or resolution should focus on confirming the following agenda items: 

1. Certificate of Incorporation and Constitution 

2. Adopting Common Seal (Optional) 

3. Appointment of the First Officers 

4. Appointment of the Auditors (if required) 

5. Allotment and Issue of Shares and Issuing Share Certificates  

6. Registered Address 

7. Place Where Minutes Book, Register Book and Other Secretarial Documents are Kept 

8. Financial Year End 

a. Certificate of Incorporation and Constitution 

This agenda item is to note that the company was incorporated on the date of incorporation and that the registration number assigned to it is. The Certificate of Incorporation was tabled together with a copy of the Constitution. 

b. Adopting Common Seal (Optional) 

This agenda item is to note and confirm that the Common Seal, an impression of which is affixed in the margin of this resolution, be adopted as the Common Seal of the Company. 

The company may choose to utilize a common seal for the authentication of official documents. Typically composed of metal and devoid of ink, the common seal embosses the company's name and registration number onto pertinent documents such as share certificates and loan agreements. The custody of the seal shall be entrusted to the company secretary, and its usage must be sanctioned by the board prior to each application. Documents bearing the seal usually require the countersignature of any two directors or one director and the company secretary. 

As per Section 41A(1) of the Companies Act ("the Act"), a company is empowered to possess a common seal but is not obligated to do so. Moreover, Sections 41B and 41C of the Act are applicable irrespective of the company's possession of a common seal. 

c. Appointment of the First Officers 

This agenda item serves to acknowledge and confirm the appointment of officers during the incorporation. 

Directors - Directors hold a pivotal role in overseeing the company's affairs, ensuring adherence to regulatory standards as outlined in the Companies Act. They are entrusted with managing the company's operations, setting strategic directions, and maintaining accurate records. Directors are legally obligated to act in the best interests of the company, exercising their powers honestly and in good faith. 

The consequences of breaching directorial duties can range from civil to criminal penalties. Offences may result in fines up to S$5,000 or imprisonment for up to two years. Severe breaches could lead to disqualification from directorship for up to five years. 

Requirements for a company director entail being at least 18 years old, possessing full legal capacity, and holding Singaporean citizenship, permanent residency, or relevant work passes. Foreign identification number holders must ensure eligibility before assuming directorial roles. 

If there is any change, the company must notify Accounting and Corporate Regulatory Authority (the "ACRA")within 14 days of the date of the change. 

Company Secretary - Furthermore, within six months of incorporation, companies must appoint a company secretary, a resident of Singapore, to oversee administrative matters and ensure statutory compliance. Failure to do so within the stipulated timeframe may incur penalties. 

The duties of a company secretary include maintaining company registers, preparing meeting minutes, and keeping stakeholders informed about statutory obligations. The company secretary must be a natural person locally residing in Singapore. 

If there is any change, the company must notify ACRA within 14 days of the date of the change. 

c. Appointment of the First Other Key Personnel 

Other Key Personnel - Additional appointments such as auditors, chief executive officers, or managing directors may be necessary depending on the company's structure and operations, enhancing effective management and governance. 

d. Appointment of Auditors (if required) 

This agenda item serves to acknowledge and confirm the appointment of auditors during the incorporation. 

The appointment of auditors is mandatory unless exempted by relevant sections of the Companies Act. It must be completed within three months of incorporation to comply with audit requirements. If this deadline is missed, the appointment of auditors requires approval through an Extraordinary General Meeting or a paper Resolution, with proper notice and minutes for the EGM. 

Upon appointment, auditors serve until the conclusion of the company's next Annual General Meeting (the "AGM"). Subsequently, a new auditor must be appointed (or the previous one reappointed) during each AGM to ensure continuous adherence to regulatory standards. 

Failure to appoint a company auditor within the specified timeframe empowers any company member to apply to ACRA for the appointment of an auditor. Removal of an auditor necessitates a resolution at a general meeting with special notice. 

e. Allotment and Issue of Shares and Issuing Share Certificates 

This agenda item serves to acknowledge and confirm the signatories to the Constitution being registered as members in respect of the shares that are subscribed in cash and the names of the members of the company. 

Additionally, this agenda item serves to acknowledge and confirm the Share certificates be issued to the allottees in accordance with the provisions of its Constitution. 

A share certificate is a formal document that validates the ownership of a specific quantity of shares in a corporation. According to regulatory mandates in Singapore, it is obligatory for companies to furnish share certificates to all shareholders. In reference to the preceding section concerning the common seal, the share certificate may either bear the imprint of the common seal or be signed by two directors, or alternatively, by one director and the company secretary. Share certificates are typically held by individual shareholders and should be reissued in the event of share transfers, splits, consolidations, or reclassifications. 

f. Registered Address 

This agenda item serves to acknowledge and confirm the registered office of the company during the incorporation. 

A company must maintain a registered office in Singapore that is open and accessible to the public during normal office hours. Confirmation of the registered address is to be done during the first board meeting, and any subsequent changes must be notified to ACRA within 14 days of the date of change. 

g. Place Where Minutes Book, Register Book and Other Secretarial Documents are Kept 

This agenda item is to note that the Minutes Book, Register Book, and Other Secretarial Documents be kept at the registered address recorded in the ACRA. 

h. Financial Year End 

Upon incorporation, every company must establish a Financial Year End (the "FYE"), with the discretion to decide on the FYE resting with the company. Confirmation of the FYE is to be conducted during the first board meeting, and any subsequent changes must be promptly notified to ACRA within 14 days of the date of change. 

If the FYE is altered post-incorporation, only the FYE of the current and immediate previous financial year may be changed, provided that statutory deadlines for holding AGM, filing annual returns, and sending financial statements have not elapsed. Otherwise, the company must seek approval from ACRA to change the FYE: 

• If the change extends the financial year end beyond 18 months. 

• If the FYE has been altered within the past 5 years. 

Convening the first board meeting is vital for establishing a company's foundation. During this meeting, it's important to confirm the above agenda items. 

2. Early-stage Compliance Obligations 

Early-stage Compliance Obligations" encompass the regulatory tasks and responsibilities that newly incorporated companies must promptly address and fulfill in the initial phases of their operation. Adhering to these requirements ensures that the company operates within legal frameworks and maintains regulatory compliance from the outset of its establishment. Below are the critical items that require attention at this juncture: 

1. Setting up Statutory Books 

2. Registers of Registrable Controllers (the "RORC") 

3. Registers of Nominee Shareholders (the "RONS") 

4. Registers of Nominee Directors (the "ROND") 

a. Setting up Statutory Books 

All companies are obligated to establish and maintain statutory books, which include registers of beneficial owners (referred to as registrable controllers) and registers of nominee directors. These statutory books serve as the official records of the company and must be kept at its registered office in Singapore. The information contained within these books must be accessible to relevant authorities and public agencies upon request. The statutory books should include: 

• Up-to-date information regarding registrable controllers and corporate officers, such as directors, auditors, and secretaries. 

• A comprehensive list of shareholders, including details of their shareholdings and any transfers of shares that have occurred. 

• Details of any fixed or floating charges and debentures utilized by the company to secure borrowings. 

• Resolutions and minutes from AGM, documenting key decisions and discussions held during these meetings. 

Maintaining accurate and current statutory books is crucial for ensuring transparency, compliance with regulatory requirements, and facilitating effective corporate governance. 

b. Registers of Registrable Controllers (the "RORC") 

The RORC of the company is required to be prepared, filed with the ACRA within 30 days of its incorporation, and maintained in the statutory records of the company. 

It is crucial for Singaporean enterprises to follow all applicable rules and regulations. The RORC is a crucial document filed with the ACRA. This article will explain what a RORC is, why filing one with ACRA is required, and why being open about business dealings is so important.  

A Singapore-based company's significant controllers and owners are documented in a government database called the RORC. These actors are typically referred to as "controllers." Whoever owns more than 25% of the company's shares or voting rights, can nominate or dismiss more than 50% of the board of directors, or has considerable influence or control over the company's management or policy is considered a controller.  

Additionally, the following entities are exempted: 

• a public company which shares are listed for quotation on an approved exchange in Singapore; 

• a company that is a Singapore financial institution; 

• a company that is wholly owned by the Government; 

• a company that is wholly owned by a statutory body established by or under a public Act for a public purpose; 

• a company that is a wholly-owned subsidiary of a company mentioned in sub-paragraph (a), (b), (c) or (d); 

• a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to — 

• regulatory disclosure requirements; and 

• requirements relating to adequate transparency in respect of its beneficial owners (imposed through stock exchange rules, law or other enforceable means).  

c. Registers of Nominee Shareholders (the "RONS") 

The RONS of the company is required to be prepared and maintained in the statutory records of the company within 30 days of its incorporation. 

Nominee shareholders, whether individuals or corporations authorized by the share owner, play a significant role in company ownership arrangements. 

For companies with a share capital, maintaining RONS is obligatory. These registers contain essential details of the nominators of the company’s nominee shareholders, as stipulated in Sections 386ALA and 386 ALB of the Act. This requirement takes effect from 4 October 2022. 

Companies having a share capital are required to: 

• keep a register of its nominee shareholders containing the particulars of the nominators of the company’s nominee shareholders (Section 386ALA of the Act);  

• ensure that information in the register of nominee shareholders is updated within 7 days after being informed of any change (Section 386ALA of the Act); and  

• produce this register and any related document to the Registrar, an officer of ACRA or a public agency, upon request (Section 386AM of the Act). 

Additionally, the following entities are exempted: 

• a public company which shares are listed for quotation on an approved exchange in Singapore; 

• a company that is a Singapore financial institution; 

• a company that is wholly owned by the Government; 

• a company that is wholly owned by a statutory body established by or under a public Act for a public purpose; 

• a company that is a wholly-owned subsidiary of a company mentioned in sub-paragraph (a), (b), (c) or (d); 

• a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to — 

• regulatory disclosure requirements; and 

• requirements relating to adequate transparency in respect of its beneficial owners (imposed through stock exchange rules, law or other enforceable means).  

d. Registers of Nominee Directors (the "ROND") 

The ROND of the company is required to be prepared and maintained in the statutory records of the company within 30 days of its incorporation. 

The ROND involves documenting the company’s nominee directors and the details of their nominators. In simple terms, a nominee director is someone appointed to act according to another person's instructions or wishes. 

Here are the key requirements: 

• keep a register of its nominee directors containing the particulars of the nominators of the company’s nominee directors (section 386AKA of the Act); 

• ensure that information kept in the register of nominee directors is updated within 7 days after being informed of any change (section 386AKA of the Act); and 

• produce the register of nominee directors and any related document to the Registrar, an officer of ACRA or a public agency, upon request (section 386AM of the Act). 

The above requirements are implemented from 31 March 2017 onwards. For the avoidance of doubt, these requirements do not apply to foreign companies registered under the Companies Act. Nominee directors must inform their respective companies of their status and provide prescribed details of their nominators within specified timelines. 

Additionally, the following entities are exempted: 

• a public company which shares are listed for quotation on an approved exchange in Singapore; 

• a company that is a Singapore financial institution; 

• a company that is wholly owned by the Government; 

• a company that is wholly owned by a statutory body established by or under a public Act for a public purpose; 

• a company that is a wholly-owned subsidiary of a company mentioned in sub-paragraph (a), (b), (c) or (d); 

• a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to — 

• regulatory disclosure requirements; and 

• requirements relating to adequate transparency in respect of its beneficial owners (imposed through stock exchange rules, law or other enforceable means).  

3. Ongoing Compliance Obligations 

"Ongoing Compliance Obligations" encompass the continuous responsibilities that companies must adhere to post-incorporation. These obligations include the annual filing of financial statements, conducting AGM, maintaining accurate accounting records, and meeting tax requirements. 

Each year, company directors are required to fulfill statutory obligations outlined in the Companies Act. Failure to comply may result in enforcement action. Examples of such obligations include holding AGM and filing annual returns. 

4. Other Key Information  

In addition to the initial board meeting and early and ongoing compliance obligations, there are several other crucial considerations for companies: 

1. Opening of Bank Account 

2. Apply for Business Licenses, if Applicable 

3. CorpPass 

4. Registering Your Trademark 

5. Accounting / GST Registration 

6. Corporate Tax 

7. Payroll Services 

a. Opening of Bank Account 

Opening a corporate bank account in Singapore is an essential step for businesses looking to operate in the region's dynamic financial landscape. Singapore boasts a robust banking sector that caters to both local and international clientele, offering a wide array of financial services, from banking and insurance to investment banking and treasury services. 

To initiate the process of opening a corporate bank account, companies typically need to provide several key documents. These include the certificate of incorporation, the company's constitution, a board resolution authorizing the account opening, and proof of identity from the beneficiaries. Additionally, most banks may require the physical presence of account signatories and a majority of the company's directors during the account opening process. 

Once the bank account has been successfully opened, each shareholder will be required to deposit their corresponding investment share capital, thereby contributing to the initial capitalization of the company. This ensures that the company has the necessary funds to support its operations and growth objectives. 

By establishing a corporate bank account in Singapore, businesses gain access to a wide range of financial services and benefits, including efficient payment processing, liquidity management, and access to credit facilities. Moreover, a local bank account enhances the company's credibility and facilitates smoother financial transactions with clients, suppliers, and partners both locally and internationally. 

b. Apply for Business Licenses, if Applicable 

In certain sectors of Singapore, obtaining a business license is a prerequisite for initiating operations. Industries such as retail, construction, hospitality, healthcare, financial services, and others may require specific licenses to ensure compliance with regulatory standards. 

The process of applying for a business license in Singapore is typically streamlined and efficient. As long as the licensing requirements are met, there are usually no bureaucratic obstacles to navigate. Unlike in some jurisdictions, no bribes or personal connections are necessary to obtain these licenses. 

c. CorpPass 

CorpPass is a digital authentication method introduced by the Singaporean government to facilitate secure access to online government services for businesses. It replaces the previous SingPass system for business transactions and is tailored specifically for corporate entities. With CorpPass, businesses can securely conduct transactions with various government agencies. 

As of December 2017, CorpPass has become the mandatory login method for G2B (Government-to-Business) online transactions, including corporate tax filing. InCorp can assist you with the registration process for CorpPass, ensuring that your business is equipped to seamlessly access and utilize online government services in Singapore. 

d. Registering Trademark 

Trademark registration protects your company's brand identity by providing exclusive rights to use the registered trademark. This includes logos, slogans, and brand names. Registering trademarks helps prevent unauthorized use by competitors and strengthens your brand's legal protection. 

e. Accounting / Goods and Services Tax Registration 

Companies in Singapore are required to maintain proper accounting records and may need to register for GST if their annual turnover exceeds a certain threshold. Proper accounting practices ensure compliance with financial reporting standards and tax regulations. 

f. Corporate Tax 

Companies in Singapore are subject to corporate income tax on their chargeable income. Annual tax filings and payments must be made to the Inland Revenue Authority of Singapore to fulfill tax obligations. Compliance with corporate tax regulations is essential to avoid penalties and legal consequences. 

g. Payroll Services 

For companies with employees, payroll services involve managing salary payments, tax withholdings, and statutory contributions. Outsourcing payroll services to a professional provider can help ensure accuracy, compliance with employment regulations, and timely payroll processing. 

Each of these considerations is essential for ensuring legal compliance, financial stability, and operational efficiency in your business endeavors in Singapore. 

Starting a new company in Singapore involves not only the process of incorporation but also the fulfillment of various compliances mandated by the Companies Act. This includes convening the First Board Meeting or Resolution, addressing Early-stage Compliance Obligations, ensuring adherence to Ongoing Compliance Obligations, and being aware of Other Key Information pertinent to the business. 

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TVS Corporate Services Pte. Ltd.

At TVS Corporate Services Pte. Ltd., we provide professional advisory services to help you navigate the complexities of corporate governance and ensure that your company complies with all statutory obligations. Whether you need assistance with director appointments, secretarial services, or understanding the roles of various company officers, we are here to support your business.

For more information or personalized guidance, please contact us via WhatsApp at http://wa.me/+6588693738 or via email at chloe@tvscorporation.com. We look forward to assisting you in achieving your business goals.

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