With
effect from 1
April 2004, a company can have one director, who must be "ordinarily
resident in Singapore" i.e. a Singapore Citizen, a Singapore Permanent
Resident, a Singapore Employment Pass Holder, an Approval-In-Principle
Employment Pass Holder or a Dependent Pass Holder. Any person above the
age of 18 may be appointed as a director. However, some individuals
e.g. bankrupts, are disqualified from being directors. A sole director
cannot also act as a secretary of the company.
For a Private Ltd company must have at
least one secretary appointed within 6 months from the date of
incorporation. For a private limited company, individuals who have got
knowledge about the companies act can be appointed as a secretary.
For a
Public Limited the secretary of a
public company appointed under Section 171(1AB) of the Companies Act
must possess at least one of the following qualifications:
A
secretary of a company for at least 3 of the 5 years immediately
preceding the date of his appointment as secretary of the company
A
qualified person under the Legal Profession Act (Cap. 161)
An
accountant registered with the Institute of Certified Public
Accountants of Singapore
A
member of the Singapore Association of the Institute of Chartered
Secretaries and Administrators
A
member of the Association of International Accountants (Singapore
Branch)
A
member of the
Institute of Company Accountants, Singapore
A company has to
appoint an auditor within 3
months from the date of incorporation unless it is exempted from audit
requirements under Section 205B or 205C of the Companies Act.
Exemption
From Audit
We would like
to bring to your attention that with the changes to the Companies Act,
dormant companies (i.e. those with no transactions) and private exempt
companies (i.e. those with no corporate shareholders and individual
shareholders numbering less than 20) with a turnover of less than S$2.5
million for the financial year beginning on or after May 15, 2003 need
not have the books audited unless more than 5% of the shareholders
requests for an audit. The turnover threshold is increased to S$5
million for financial years beginning on or after June 1,
2004.
In the case
of your company turnover is less than S$2.5 million for 2004, then no
audit is required. However for tax returns filing, the Company still
needs to prepare a set of financial statements that complies with the
Singapore Financial Reporting Standards. We termed this as
compiled financial statements.
Every foreign company
registered with ACRA must have at least two agents acting on its behalf
in Singapore. These agents must be Singapore Citizens, Singapore
Permanent Residents, Singapore Employment Pass Holders or
Approval-In-Principle Employment Pass Holders or Dependent Pass Holders.
A company must have a
registered office in Singapore which must be open and accessible to the
public during the normal office hours. If there is any change in the
address of the registered office, the company must notify the ACRA
within 14 days from the date of change.
Every local company is
required to hold its Annual General Meeting (AGM) within 18 months of
its incorporation to present its audited accounts to its shareholders.
These audited accounts must not be made up to a date older than 6
months for a private company/unlisted public company or 5 months for a
public listed company from the date of the AGM. After that, an AGM must
be held once every calendar year but not later than 15 months from the
date of the last meeting. Please note that failure to comply with this
statutory requirement will render the company and all its officers
liable to prosecution. The company's Annual Return together with the
audited accounts must then be filed online via BizFile not later than
one month from the date of the Annual General Meeting. A Summary of
Return in BizFile must be confirmed within 14 days before submission of
Annual Return.
Every year, a foreign
company has to file its annual report and the audited accounts of its
Singapore branch. The accounts must be filed within 2 months after the
annual general meeting of the company.
Section 373 of the
Companies Act states the requirements pertaining to the lodgment of
accounts by foreign companies. It covers both the requirements for Head
Office's accounts and Singapore Branch's accounts. A foreign company
which is not able to comply fully with the requirements of Section 373
may apply to the Registrar for relief relating to to the form and
content of Head Office's accounts or waiver from compliance with this
section for Branch's Accounts. Guidelines are issued by ACRA and
businesses for such applications.
