YOUR GUIDE TO DOING BUSINESS TO SINGAPORE SINGAPORE COMPANY ANNUAL FILING & COMPLIANCE REQUIREMENTS Connect with us for the latest business updates: Facebook Twitter Google+ LinkedIn Pinterest
Foreword Congratulations on your new Singapore company! Now that you are the proud owner of a Singapore company, we would like to provide you with important information that will help you stay in compliance with the Singapore Companies Act. As officers and shareholders of the company, we encourage you to understand the postincorporation and annual requirements obligations. There are legal consequences and even prosecution if you fail to stay in compliance with the stipulated regulations. Best regards, Atin Bhutani Group CEO Rikvin (an In.Corp Group Company) Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 2
Table of Contents Key Filing Deadlines to Remember 04 Annual Filing Requirements with ACRA 05 Annual Filing Requirements with IRAS 06 Statutory Compliance Matters 07 Hiring of Employees 10 Snapshot of Effective Corporate Tax Rates 11 Snapshot of Personal Tax Rates 12 Overview of Services Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 3
Key Filing Deadlines to Remember ACRA FYE IRAS Do management accounting for ECI submission within 3 months of FYE File Estimated Chargeable Income (ECI) 1 within 6 months of FYE 3 Hold Annual General Meeting (AGM) Prepare Director Statements & Financial Report for holding an AGM 2 within 30 days of AGM 4 File Annual Returns (AR) 5 File XBRL Financial Statements November 20 File Corporate Tax Returns (Form C) 6 Consequences for NonFiling of Annual Returns Timely FIling Default Period Court Summons Arrest Warrant No Penalty up to S$600 Minimum S$300 up to S$1,200 Minimum S$600 up to S$1,800 Minimum S$900 Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 4
Annual Filing Requirements with ACRA Annual General Meeting Every Company must hold its Annual General Meeting (AGM) every calendar year and its financial statements are to be tabled at the AGM for the shareholders approval once in every calendar year 15 months from the date of the last AGM, whichever is the earliest Annual Returns Every company must file an Annual Return (AR), which consists of pertinent information of the company and its financial accounts reports within one month of its AGM. Filing of Financial Statements in XBRL Companies are required to file their financial statements in XBRL format during the filing of AR if your company is insolvent (Total Assets Total Liabilities = Negative Value) or/and has a corporate shareholder for the financial year. Extension of Time If your company requires more time to comply with the requirements for preparation of the financial statements for the holding of AGM and the filing of AR, a onetime extension of time of either one or two months before the deadline to hold the AGM can be applied. If your company requires extension of time, please contact us for assistance. Notification of Changes It is the company s responsibility to update ACRA of any changes pertaining to the company, such as shareholders and officers personal particulars (passport, NRIC / FIN, residential address, etc.), share capital and change of business address, within 14 days. Failure to do so will incur penalties. Certificate of Compliance Companies that comply with the filings within the datelines, will have a green tick (ü) reflected in ACRA s Online Directory and will be eligible for a Certificate of Compliance whilst those not in compliance with any or all the requirements will receive a red cross (û) and will not eligible for the certificate. Failure for Noncompliance Failure for noncompliance with the requirements for holding of AGM and filing of AR will incur penalty and/or court prosecution. The penalties imposed are dependent on the length of default and the number of sections of the Companies Act you have breached. Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 5
Annual Filing Requirements with IRAS Estimated Chargeable Income Estimated Chargable Income (ECI) is an estimate of a company s chargeable income for a Year of Assessment (YA). IRAS requires each company to submit an ECI for the Year of Assessment within three months after the financial year ends. Exemption: You do not need to file for ECI if your company s turnover is less than S$1 million and has no profit to report for the YA. Note: Failure to submit your ECI on time will result in IRAS issuing you a Notice of Assessment (NOA) based on an estimation of your company s income. Preparation of Financial Report Audited and Unaudited Companies are required to prepare director(s) statements and financial report in accordance with SFRS each year for ACRA and IRAS for Filing. The report includes financial statements such as balance sheet, income statement, supporting notes and disclosures. Companies can consider the following two options in preparing the Financial Reports. Option 1: Unaudited Report: A company can opt to prepare Compilation Report, if they meet the small group criteria. This saves time and cost in comparison with audits. Option 2: Audited Report: A company can opt for voluntary audit even if they meet the small group criteria. Auditors must be appointed within 3 months from the date of company incorporation. Tax Return Filing The filing deadline for corporate income tax return is 30 November. Documents to be submitted are tax computations, tax returns (Form C/CS) and/or audited/unaudited Reports. A company must audit its accounts if they do not meet the following 2 out of 3 criteria, to be exempted from audit. 1. The Group Turnover is not more than S$10 million; 2. The Group Gross Assets are not more than S$ 10 million; 3. The Group has not more than 50 employees. Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 6
Statutory Compliance Matters Financial Year End Each company in Singapore has to determine its Financial Year End (FYE). The FYE is the completion of an accounting period. A company s FYE does not necessarily need to fall on December 31, and can actually fall on any day in the year. A company s fiscal year is the same as its financial year. The company s FYE is left for the company to decide. Most companies use either the end of the calendar year (December 31) or the end of any of the quarter (March 31, June 30, or September 30) as their FYE. Singapore GST Registration Goods and Services Tax (GST) is a tax on the supply of goods and services in Singapore and on the import of goods into Singapore. Goods exported from Singapore and international services provided from Singapore are exempt from GST. The current GST rate is 7%. Compulsory Registration Registration Liability Taxable turnover at every quarter is more than S$250,000 When to Register Within 30 days of end of quarter Note: It is best to keep the company s FYE within 365 days in order to qualify for the Tax Exemption Scheme for New Startup Companies (See page 10 ). Voluntary Registration You make taxable supplies, only outofscope supplies or Anytime exempt supplies of Company Registration Number financial services Singapore Companies Act requires every company to have its registration number known as Unique Entity Number (UEN) on all business letterheads, statements of account, invoices, official notices, publications, etc. Business Licenses and Permits Certain business activities in Singapore are subject to regulation by government authorities. Even if your company has been registered, you cannot begin operation unless you have the necessary approval or license from the relevant government authorities. Compulsory Registration for GST All Singapore companies must register for GST if: 1. Their taxable revenue is more than S$1 million for any 12month period at the end of any quarter (Mar, Jun, Sep and Dec); or 2. The company is currently making local taxable supplies and the above mentioned revenue is estimated/expected to be more than S$1 million. Voluntary Registration for GST You may choose to register for GST voluntarily if most of your supplies are local sales, even if expected sales revenue is below S$1 million. Approval for voluntary registration is at the discretion of the Comptroller in IRAS. Note: See sample invoice on the next page. Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 7
Statutory Compliance Matters Sample Invoice YOUR COMPANY NAME UEN: GST Registration No: 1 Building Name, #0203 Street Name, Singapore 456789 TAX INVOICE Invoice No : Invoice Date : ddmmyyyy Terms : C.O.D. Bill To: Description Amount Tax Code SAMPLE INVOICE * This is a computer generated invoice. No Signature is required. * All cheques should be crossed and made payable to 'COMPANY NAME'. * All TT/ bank charges will be undertaken by the sender Bank Name Bank Address Account Name Account Number Swift Code Bank Code Branch Code : [Bank Name] : [Bank Address] : [Company Name] : XXXXXXXXXX : : _ : _ Amount Before GST GST @ 7% Total Amount Amount Paid Balance Due Do not include in invoice unless you are GSTregistered. Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 8
Statutory Compliance Matters Central Registration (CR) Number for Import and Export of Goods If your business activities involve import and export or Transhipment in and out of Singapore, your company will need to register with the Singapore Customs and obtain a CR Number. Registered Office Hours All Singapore Companies must have a registered office within Singapore which shall be open and accessible to the public for not less than three hours during ordinary business hours on each working day. Registration of CorpPass All Singapore Companies that wish to transact online with Government agencies will need to register for CorpPass, a single corporate digital identity. For more information, visit our Guide on CorpPass. Register of Registrable Controllers All companies incorporated in Singapore and foreign companies registered in Singapore must maintain a register of registrable controllers. Registrable controllers refer to individuals or legal entities that have a significant interest in/significant control over the company. The register can be maintained in electronic or paper format and must be kept at the registered office of the company or at the registered office or its filing agent. The company must notify ACRA on the location of the register when filing its Annual Returns. Register of Nominee Directors Companies are required to disclose the status of nominee directors explicitly. Particulars of nominators to their companies must also be maintained in such register. The register is not a public register but access must be given to officers of public agencies in the event of any enquiry. For more information, visit our Guide to Register of Registrable Controllers. Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 9
Hiring of Employees Hiring a Local Hiring a Foreigner CPF Compliance The Central Provident Fund (CPF) is a compulsory pension fund scheme in which the employer and employee contribute a percentage of the monthly salary to the fund. CPF contribution by the employer is mandatory for all local employees who are Singapore Citizens or Permanent Residents earning more than S$50 a month. The maximum CPF contribution rate for employers and employees is 17% and 20% respectively and can be lower depending on certain factors such as employee age and permanent resident status. EP holders do not have to contribute to CPF. Compulsory Skills Development Levy All companies are required to contribute a fee to the Skills Development Fund, which is used to support workforce upgrading programmes. Skills Development Levy (SDL) contribution is payable by employers for all employees working in Singapore, including local employees employed on permanent, parttime, casual and temporary basis, foreign employees on work permits and Employment Pass holders. Compulsory Work Visas All foreigners need to get their work visas approved by the Ministry of Manpower before they can start legally working for a Singaporebased business entity in the country. There are five work visa types: Personalised Employment Pass (PEP) for toptier, goldcollar professionals Entrepreneur Pass (EntrePass) for entrepreneurs, investors and innovators Employment Pass (EP) for experienced professionals, managerial personnel and executives S Pass for midlevel skilled workers Work Permit for semiskilled or unskilled foreign workers Note: Hiring the right employee can be a daunting task. We are a licensed employment agency registered with the Ministry of Manpower (MOM) and can provide immigration, recruitment and work visa services. Let us aid you in your search for talent. SDL contribution amounts are up to the first $4,500 of each employee s total monthly wages at a levy rate of 0.25% or a minimum of $2 (for total wages of $800 or less), whichever is higher. Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 10
Snapshot of Effective Corporate Tax Rates Tax Rates for New Startup Companies (YA 2017) Chargeable Income (SGD) Estimated Tax (SGD) Effective Tax Rate 100,000 0 0.00%* 200,000 6,800 3.40% 300,000 13,600 4.53% 400,000 27,200 6.80% 500,000 41,000 8.20% 1,000,000 126,000 12.60% 2,000,000 296,000 14.80% 3,000,000 466,000 15.53% 5,000,000 806,000 16.12% 10,000,000 1,656,000 16.56% Note: * For the first three (3) Years of Assessment Qualifying Conditions for the Tax Exemption Scheme for New Startup Companies ( SUTE ) For corporate shareholders, one individual must hold at least 10% of the issued shares Property and investment holding companies are not eligible for SUTE. They fall into the subsequent category. Tax Rates for Existing Companies (YA 2017) Chargeable Income (SGD) Estimated Tax (SGD) Effective Tax Rate 100,000 6,460 6.46% 200,000 13,260 6.63% 300,000 20,060 6.69% 400,000 33,660 8.42% 500,000 49,075 9.82% 1,000,000 134,075 13.41% 2,000,000 304,075 15.20% 3,000,000 474,075 15.80% 5,000,000 814,075 16.28% 10,000,000 1,664,075 16.64% All Singapore company dividends are taxfree in the hands of the shareholders. Calculate your tax returns with our free Corporate Tax Calculator Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 11
Snapshot of Personal Tax Rates Personal Tax Rates* for Resident Individuals (YA 2017) Chargeable Income (SGD) Tax Rate (%) Gross Tax Payable (SGD) 20,000 0.0 0 10,000 2 200 30,000 200 10,000 3.5 350 550 7 2,800 80,000 3,350 11.5 4,600 120,000 7,950 15 6,000 160,000 13,950 18 7,200 200,000 21,150 19 7,600 2 28,750 19.5 7,800 2 28,750 19.5 7,800 280,000 36,550 20 8,000 320,000 44,550 In excess of 320,000 22 Note: * Excluding personal tax reliefs Calculate your tax returns with our free Personal Tax Calculator Copyright 2017 Rikvin Pte Ltd. All rights reserved. Last updated 18 Sep 2017 12