Annual Compliances in Singapore for a Foreigner-Owned Company

Singapore continues to be a preferred business destination for foreign entrepreneurs and companies looking to expand into Asia. With its stable legal environment, low corporate tax, and strategic location, incorporating a company in Singapore is straightforward. However, once the company is set up, it’s equally crucial to stay compliant with Singapore’s regulatory requirements.

If you are a foreigner who owns a company in Singapore, this article provides a clear overview of the key annual compliance requirements to keep your business legally sound and operational.

1. Appointing a Local Director

While foreigners can fully own a Singapore company, at least one director must be a Singapore resident. This can be a Singaporean citizen, permanent resident, or an EntrePass/Employment Pass holder. You can appoint a nominee director if you don’t have a local partner or team member.

Compliance Tip: Engage a trusted corporate service provider to provide a nominee director if needed.

2. Annual General Meeting (AGM)

Unless exempted, your company must hold its Annual General Meeting (AGM) within 6 months from the financial year-end (FYE) and file the Annual Return within 7 months.

However, for exempt private companies that prepare financial statements in compliance with Singapore Financial Reporting Standards, an AGM may be dispensed with under certain conditions.

Note: Private companies can choose to dispense with AGMs if all shareholders agree.

3. Filing of Annual Return with ACRA

The Annual Return (AR) must be filed with the Accounting and Corporate Regulatory Authority (ACRA) via BizFile+, including:

• Company particulars

• Shareholder details

• Financial statements (in XBRL format for most companies)

Deadline: Within 7 months after FYE

4. Corporate Tax Filing with IRAS

All companies must file two types of tax returns with the Inland Revenue Authority of Singapore (IRAS):

a) Estimated Chargeable Income (ECI)

• Must be filed within 3 months from FYE

• Required unless annual revenue is less than SGD 5 million and ECI is nil

b) Corporate Income Tax Return (Form C/C-S)

• Filed by November 30 (paper) or December 15 (e-filing)

• Based on audited or unaudited financial statements

Note: Corporate tax rate in Singapore is a flat 17%, with various tax exemptions available for startups.

5. Maintaining Proper Accounting Records

Singapore companies are required to maintain accurate accounting records and supporting documents for at least 5 years. These should be sufficient to explain all transactions and prepare true and fair financial statements.

Tip: Engage a qualified accountant to ensure your books are up to date and in line with the Singapore Financial Reporting Standards (SFRS).

6. Audited Financial Statements (If Applicable)

Your company must be audited if it does not qualify as a “small company.” To qualify as a small company, it must meet at least 2 of the 3 criteria:

• Total annual revenue ≤ SGD 10 million

• Total assets ≤ SGD 10 million

• ≤ 50 employees

If the company is part of a group, the entire group must meet the criteria.

7. Ongoing KYC and Statutory Updates

You must update ACRA about any change in company particulars, such as:

• Change in directors or shareholders

• Change in registered address

• Allotment of shares

• Change in company secretary or auditors

Failure to report these changes can lead to penalties.

How We Help Foreign Entrepreneurs Stay Compliant

At ScaleX Business, we specialize in Singapore company setup and ongoing compliance services tailored for foreign-owned companies. From providing a nominee director to handling annual returns and tax filings, our expert team ensures you remain compliant and stress-free.

Feel free to talk to one of our consultants on how we can assist you in setting up or moving your compliances to ScaleX.

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