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.

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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.