Pre-Incorporation Essentials

Before you embark on the journey of incorporating a company in Singapore, it's crucial to have a clear roadmap. This guide covers the primary considerations and preparations you need to make.

Registered Office:

It's mandatory to have a physical location within Singapore. This office should be open to the public for a minimum of three hours during regular business hours every day.

Directorship:

A company must have at least one director who:

• Resides in Singapore.
• Is a minimum of 18 years old.
• Is mentally and physically fit.
• Has not been declared bankrupt.
• Is not currently disqualified by Singaporean authorities.

Company Secretary:

This position cannot remain vacant for over six months. The secretary should:

• Be a resident of Singapore.
• Not be the company's sole director.
• Data Protection Officer (DPO): At least one DPO is required to ensure the company adheres to the Personal Data Protection Act (PDPA). Their name and UEN should be present on essential documents.

Key Documentation

Every company needs to maintain specific documents. These include:

• Business letters
• Account statements or invoices
• Official notifications
• Publications
• Financial instruments such as bills of exchange, promissory notes, cheques, and more.

Company Registers

Maintaining accurate company registers is crucial. These include:

• Register of Directors, CEOs, and Secretaries
• Register of Substantial Shareholders
• Register of Controllers
• Register of Nominee Directors

Financial Compliance

Singapore has stringent accounting requirements. Companies must:

• Designate a Financial Year End (FYE).
• Keep accurate financial accounts and transaction records for a minimum of five fiscal years.
• Appoint an auditor within three months of incorporation unless they meet specific criteria like having revenue less than $10M, assets under $10M, or fewer than 50 employees.

Annual Obligations

Companies are required to:

• File Annual Returns with ACRA.
• Conduct an Annual General Meeting (AGM) every year.

Other Key Requirements

• GST: Companies must adhere to the Goods and Services Tax (GST) regulations.
• Employment: Abide by Singapore's employment regulations.
• Disclosure: Directors must declare any direct or indirect interest in transactions or any potential conflicts of interest.
• Licensing: Ensure you have the necessary licenses or approvals for your business operations.

In conclusion, while Singapore offers a conducive environment for businesses, it's essential to be well-versed with its corporate guidelines. By adhering to these regulations, companies can operate seamlessly and enjoy the benefits of Singapore's thriving business ecosystem.