"Facts are cheap, information is plentiful - knowledge is precious" - Michael E. Angier
For incorporation of your Singapore Company, we have prepared a list of frequently asked questions by both foreign and local clients. You may also refer to ACRA, Singapore's Company Registry.
Are the documents available for public inspection?
For Private Limited Companies, documents are not open to public inspection, such as accounts, debentures, names of directors, share capital, particulars of any legal charges. However, some documents are available for inspection to shareholders.
Where has the first and subsequent board meeting of directors have to be held?
Anywhere. Although in order for the Company to be considered as a tax resident in Singapore, the tax comptroller requires board meetings to be held in Singapore.
Where is the location for general meetings of shareholders and members?
The first meeting must be held within 18 months from the date of incorporation to accept the Directors' Report and audited/FRS accounts.
Can proxies be appointed?
Yes, to act as representative at Annual General Meetings and/or Extraordinary General Meetings.
An audit is only mandatory if:
However, all private exempt companies must prepare a report with annual account according to Singapore Financial Reporting Standards (FRS) signed by 2 Director(s) on behalf of the company. (Sole director will sign singly).
FRS accounts have to be filed with tax authorities (IRAS).
How can a company of two (2) or more shareholders comply with the law to file the annual return if the company is unable to hold the AGM due to a lack of quorum at the AGM?
The company can apply to file the annual return without holding the AGM of the Company. Guidelines on Annual General Meetings Inability to hold meeting can be found at the ACRA website under Compliance.
Must the company hold its AGM even though it is dormant?
Every company is required to hold its AGM and file its annual return even though it is dormant. However, the law has been amended to allow companies to dispense with AGMs if all the shareholders pass a resolution to do so. Notwithstanding this resolution, a shareholder may still at any time require an AGM to be held even though the resolution to dispense with the holding of the AGM has been passed. Shareholders should consider winding up action or apply to strike off the company if there is no intention to recommence business activities.
There are two (2) directors in the company, a foreign and a local director. The foreign director cannot be contacted despite all attempts made to contact him. Is the local director still responsible for the company?
The law makes no distinction between a nominee director and what is commonly called a managing or executive director or a foreign director. A person who consents to act as a director must discharge his duties as director as required under the Companies Act.
What is the annual return filing fee?
If PB Corporate Services Pte Ltd is not retained as the company's secretarial agent, our fee for annual return filing (ad hoc basis) is S$450.00. This includes preparation of the Annual General Meeting, compliance forms and ACRA fees.
How are penalties for late lodgment and composition fines calculated?
The guidelines on penalties and composition fines can be found on ACRA's website at www.acra.gov.sg under the heading "Compliance".
If the Director(s) of a company receives a summons to attend court for not filing the company's annual return by the required date, who can represent the Director(s) if he/she/they cannot be present for the mention?
A lawyer may represent the Director(s) in court. However, if the Director(s) cannot attend court, the lawyer has to make an application to the court in advance to dispense with his/her/their attendance.
If the company's annual return has already been filed and the composition fine has been paid in respect of the summons issued against the Director, is the Director still required to go to court?
Court attendance is not required if the Director has settled the composition fine before the mention date and a Warrant of Arrest has not been issued against him/her in respect of the summons.
Court attendance is required if the Director settles the composition fine on the mention date.
Court attendance is required if the Director settled the composition fine before the mention date, but a warrant of arrest had been issued against him/her in respect of the summons. If the Director is unable to attend Court, he/she may apply to the Subordinate Court at least 2 weeks in advance to dispense with his/her attendance in court, via application form from ACRA.
Court attendance is required if the Director made representations and is awaiting a reply to the representations.
Will a Warrant of Arrest be issued when the summons issued was not 'received' by the director, e.g. where a director was overseas at that time?
Yes, as long as there is proper service of the summons, e.g. by registered post, good service of the summons will be deemed. Summons are served to the directors by registered post.
What annual tax is levied, and when is it payable?
Companies resident in Singapore are taxed on their income generated from Singapore. Net profits before taxes are taxed at 18% (YA2008). Although for all newly incorporated Exempt Private Limited companies, there is tax exemption on the first $100,000.00 of taxable income (net profit after tax allowances and tax adjustments), for the first 3 years.
We provide advisory services on tax, such as tax planning and tax compliance in Singapore.
What are the residential and professional qualifications for the company's appointed Auditor?
The auditor must be a Singapore Certified Public Accountant.
What documents must be maintained at the registered office?
The following documents must be maintained at the registered office:
However, Directors can decide to keep them at a different place. The location of which must be agreed upon by Directors resolution and lodged with ACRA. PB Corporate Services Pte Ltd can supply these Corporate Secretarial Services using business address.
Is there tax on bank deposits in local banks?