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Statutory Secretary
When registering a new company in Singapore, the directors are responsible for appointing a statutory secretary, also known as a Corporate Secretary in English. It's important to note that a statutory secretary in this context is different from an ordinary office secretary. The company's board of directors can internally select a qualified individual to serve as the company's statutory secretary. The statutory secretary must be a permanent resident of Singapore and possess relevant knowledge and work experience. The position of statutory secretary can only remain vacant under specific circumstances, such as in the event of a director's death or resignation. However, according to Singaporean law, the position of statutory secretary cannot remain vacant for more than 6 months. In other words, the position must be filled within 6 months.
Duties of a Statutory Secretary
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Preserve all documents related to the company's statutory registration and records.
Organize board and shareholders’ meetings.
Submit all legal and regulatory documents related to the company.
Provide administrative support during meeting preparations.
​Responsible for providing administrative and legal support to the board of directors.
Ensure the company's compliance with regulations.
Please Note
While the directors of the company bear the ultimate responsibility for compliance with laws and regulations, in specific circumstances, the company's statutory secretary also holds responsibility if the company violates the law. This is because Singapore's Company Law recognizes decisions made by directors based on compliance advice provided by the secretary. The secretary is defined as an "officer" of the company, meaning they are bound by specific duties and responsibilities. Therefore, the statutory secretary in Singapore must promptly report administrative matters of the company to the directors.
Changes in Company Information
Ensuring the authenticity and accuracy of company information is one of the important responsibilities of the company directors. If there are changes in the information of a Singaporean company, the directors are obligated to inform the statutory secretary promptly and submit the application for information change to the ACRA in Singapore. If any of the following information changes, the directors must notify the company's statutory secretary, prepare relevant resolution documents, and file the changes with ACRA through Bizfile+ within 14 days:
Singapore company name and primary business activities
Registered address and operating hours of the Singapore company
Appointment, removal, or changes to the particulars of the company's members
Appointment or removal of company officers and auditors
Registered capital (increase, decrease, addition, or change in currency)
Financial year
Business Secretary
Singapore company business secretary services include:
Mail collection and forwarding (postage fees borne by the client)
Assistance in viewing and processing received English mail (with client authorization)
Parcel forwarding services for clients (postage fees borne by the client)
Email notification services
Striking Off
In Singapore, if a company no longer wishes to operate its business, it can notify the ACRA to have its name removed from the register. This process is known as striking off.
ACRA will strike off a company if it meets the following conditions:
The company has ceased its business operations.
The company does not have a bank account, or its bank account has been closed.
The company is not involved or will not be involved in any court proceedings in Singapore or abroad.
The company has no assets and liabilities*
The company does not owe any outstanding fines or fees to ACRA or any other government departments.
The company has no outstanding taxes or refunds owed to the IRAS**
There are no outstanding fees recorded in the company's register (e.g., no mortgages, etc.).
The company's officers have not been served with ACRA summonses.
If the company is registered for Goods and Services Tax (GST), the GST registration should be cancelled before applying for striking off or dissolution.
*The situation varies depending on whether the company has trade-related debts and is granted exemption from striking off under the Income Tax Act.
**For dormant companies, exemption from taxes can be applied with IRAS. Separate charges apply.
Process of Striking Off
Once the application for dissolution or striking off is approved, dissolution notices will be sent to the company's registered office address, the residential addresses of the directors, and the IRAS within 14 days.
Upon receiving the dissolution notice, anyone has one month to raise objections.
After the one-month period, a government gazette will announce the revocation of the company's registration within 60 days. Individuals with objections still have a further 60 days to file their objections.
After the 60-day period, a final notice will be issued, declaring the company's registration has been revoked. The specific date of the company's revocation will be stated in the final notice.
Therefore, the entire process typically takes around four months.
The objecting party has the option to appeal to the court within 6 years (previously 15 years).
Annual Return
According to Singapore company regulations, every company must submit an annual return report to the ACRA after holding the annual general meeting.
During the annual audit process, if any, a company is required to provide ACRA with the latest information, including details such as the names of directors, secretary, members, and the date of preparation of the company's financial statements.
The company must prepare financial statements in accordance with Singapore Financial Reporting Standards.
Resolutions on relevant matters must be made by the company's board of directors and signed in the documents.
After the financial statements are finalized, the company can convene the annual general meeting
​All the above-mentioned documents must be submitted to ACRA along with the application for the annual audit, if required
Once the submission is complete, the latest Bizfile records must be archived.
Declaration Deadline
Newly Registered Companies:
The first financial year must end within 18 months after registration. Singapore companies' financial years are calculated based on 12 calendar months.
After the Financial Year Ends:
Non-Listed Companies:
Must convene a shareholders' meeting within 6 months after the financial year ends.
Must submit the annual audit report, if required, within 7 months after the financial year ends.
Based on practical experience, to avoid unnecessary delays or fines, it is advisable for companies to complete the accounting and auditing processes early.
Additional Considerations:
Companies need to submit Estimated Chargeable Income (“ECI”) to the tax authority within 3 months after the end of the financial year. Therefore, financial statements must be completed before this to estimate the ECI.
After preparing the financial statements, the documents need to be signed by the directors. If the company chooses not to convene a physical shareholders' meeting, the documents need to be circulated to each shareholder and director for signatures. Hence, the signing process might take some time.
Audit Exemption or Audit Compliance
Singapore companies are eligible for audit exemption if, for the past two financial years, they meet at least two out of the following three criteria:
The company's total annual revenue is less than SGD 10 million.
The number of employees in the company is fewer than 50.
The total assets of the enterprise do not exceed SGD 10 million.
Annual General Meeting
Every company is required to convene an AGM once a year. Newly incorporated companies can hold their first AGM within 18 months from incorporation. In subsequent years, the AGM must be held within 15 months from the date of the last AGM.
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The AGM is presided over by the company Chairman or if there is none, the Board shall elect the Chairman for the meeting and all resolutions made during the meeting must be voted and signed by the Chairman.
eXtensible Business Reporting Language
XBRL is a language marked up in XML used for the exchange and definition of financial information. After completing the company's accounts, the existing financial reports need to be converted into XBRL format according to XBRL's format and classification requirements. During the conversion process, XBRL software will also validate the data in the company's financial reports.
Since 2014, the Singapore government has mandated companies to submit financial statements in XBRL. XBRL is an open-source, XML-based format for the exchange of financial information in business documents.
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Certain companies are exempt from using XBRL to prepare financial statements, including:
Certain financial service companies regulated by the Monetary Authority of Singapore (e.g., commercial banks, licensed insurance companies, finance companies).
Foreign companies and their branches.
Companies allowed to prepare financial statements in accounting standards other than SFRS, SFRS for Small Entities, and International Financial Reporting Standards (IFRS).
Exempt Private Companies
Dormant Company
Dormant companies refer to those registered in Singapore but have not engaged in any business activities and have no commercial revenue or expenditures.
ACRA Policies
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Dormant companies are exempt from filing primary and subsidiary financial statements.
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Dormant companies are exempt from convening annual general meetings.
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Dormant companies are required to submit annual returns.
IRAS Policies
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Dormant companies are exempt from filing ECI.
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Dormant companies are exempt from filing income tax if they meet the following criteria:
- The company has not engaged in any business activities and has no commercial revenue.
- The company does not have any investment projects such as real estate, stocks, and fixed deposits.
If the company has investment projects, it cannot generate profits from them.
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The company has deregistered GST registration.