Post-Incorporation Essentials in Singapore: Regulatory Requirements

1. Initial Board Meeting

After company formation, directors should convene the inaugural board meeting. This meeting will address:

• Adopting the company's Constitution
• Approving the use of a company seal
• Issuing shares and other securities
• Appointing key officers
• Confirming the registered office address and financial year end
• Appointing an auditor (if necessary)
• Making banking arrangements
• Addressing other pertinent business matters

2. Company Seal

Companies can have a seal, often termed a "common seal." This seal, which embosses official documents, must be under the company secretary's control. Its use requires board authorization, and documents bearing the seal typically need two signatures: either two directors or one director and the company secretary.

3. Share Certificates

Companies must issue share certificates to shareholders, indicating share ownership. These certificates, bearing the company seal, should be signed by either two directors or one director and the secretary. They must be reissued in cases of share transfers or reclassifications.

4. Company Secretary

Every company needs a local company secretary responsible for administrative and reporting duties. Any changes in the secretary's details must be reported to the Accounting and Corporate Regulatory Authority (ACRA) within 14 days.

5. Chief Executive Officer (CEO)

Companies can appoint a CEO, the primary figure responsible for business management. Any CEO appointments or changes must be reported to ACRA within 14 days.

6. Registered Address

Companies must maintain a registered office in Singapore, accessible during regular office hours. Address changes must be reported to ACRA within 14 days.

7. Financial Year End (FYE)

Upon incorporation, every business is required to establish a Financial Year End (FYE). The choice of the FYE rests with the company, and the financial year's length must not exceed 18 months during the year it was incorporated.

If there's a decision to modify the FYE post-incorporation, it can only impact the FYE for the current and the preceding financial year. This adjustment is permitted as long as the mandatory timelines for hosting the annual general meeting, submitting the annual return, and dispatching financial statements are still intact.

If these conditions aren't met, the company needs to seek ACRA's approval to alter the FYE:

• When the adjusted FYE leads to a financial year that extends beyond 18 months.
• If there has been a modification to the FYE in the past 5 years.

8. Auditor Appointment

Some Singapore companies must appoint an auditor. Exemptions apply for dormant companies or those meeting specific criteria over two consecutive financial years.

9. Statutory Books

Companies must maintain statutory books, including registers of beneficial owners and nominee directors. These legal records, kept at the company's registered office in Singapore, contain details about company officers, shareholders, charges, resolutions, and AGM minutes.

Conclusion

Establishing a company involves more than just incorporation. Addressing post-incorporation regulatory requirements ensures smooth business operations and compliance with Singaporean laws.