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Everything You Want To Know About Singapore Tech.Pass 2021
  • Newsletter, Singapore

Everything You Want To Know About Singapore Tech.Pass 2021

In an attempt to boost the already developed technological ecosystem of Singapore, the Economic Development Board (EDB) on 12th November 2020 announced the official launching of Tech. Pass specifically targeting the founders, leaders and technical experts with proven experience in globally reputed and established high growth technology companies.

Tech. Pass is a Singapore work permit for foreigners that allows established global tech professionals to come to Singapore for spearheading technical innovations and training the local Singaporeans on the latest technologies. The Tech. Pass is an extension of the Tech@SG programme which was launched in 2019 as part of Singapore’s efforts to attract smart Industry 4 technical talents to promote Singapore’s position as one of the top technological hubs.

Tech. Pass is now included in the Singapore work pass schemes in Singapore, which include the Employment Pass in Singapore and Entrepreneur Pass (EntrePass) however with some differences in administering bodies, validities and fees.

Since the time of launch, the Tech@SG programme has been providing best in class technical talents to many companies in potential growth areas including digital, biotech, cleantech, agritech, fintech, medtech.

This programme has also been providing necessary access to business networks and facilitating employment pass in Singapore (EP) applications for the core technical team members comprising highly accomplished entrepreneurs, business leaders, or technical experts.to Singapore and provides them with flexibility in participating in a variety of activities that can contribute to the tech ecosystem.

However a Tech. Pass holder cannot be automatically eligible for the Tech@SG Programme unless their company meets the separate company eligibility conditions to qualify for the programme.


Tech. Pass offers multiple benefits over other Singapore work passes with greater flexibility in their participation in certain activities in Singapore including

  • Start and run one or more tech companies;
  • Become an employee in more than one Singapore-based companies
  • Become a board of director
  • Be a shareholder or investor
  • Engage in Singapore companies as advisor or mentor
  • Become a Lecturer/ Professor in a Technical Institute
  • Work as a corporate trainer
  • Bring a spouse, children, and parents on either a Dependant’s Pass (DP) or a Long-Term Visit Pass (LTVP).

Singapore has come up with a set of Criteria for Tech. Pass programme with a validity of two years allowing the holder to

  • Start and operate one or more tech companies
  • Be an employee in one or more Singapore-based companies at any time
  • Transit between employers or to an entrepreneur
  • Be a consultant or mentor, lecture in local institutions of higher learning, or be an investor and director in one or more Singapore based companies
  • Sponsor stay for spouse, children, and parents in Singapore on either a Dependant’s Pass (DP) or a Long-Term Visit Pass (LTVP) issued by MOM

Eligibility Criteria for Tech. Pass has been defined by EDB and to be eligible for the pass, applicants must satisfy any two of the following conditions:

  • Drawn a minimum fixed monthly salary (in the last 1 year) of SGD 20,000 or equivalent foreign currency
  • Possess minimum 5 cumulative years of experience and in a leading role in a tech company with a valuation/market cap of at least USD 500 million or at least USD 30million funding raised
  • Have at least five cumulative years of experience in a leading role with major contributions in the design development and deployment of a tech product with a minimum of 100,000 monthly active users or at least USD 100 million annual revenue generation
  • Business owners and any other candidates with annual income over SGD 240,000 or its equivalent in a foreign currency

Tech. Pass is renewable only one time for two years subject to fulfilling the following conditions

  1. An assessable income of SGD 240,000
  2. Assessment is done by the Inland Revenue Authority of Singapore for salaries and/or business income
  3. Proof of Annual business spending of minimum SGD 100,000
  4. Employing at least 1 local PME4 or 3 LQS5 and
  5. Performing a minimum of two roles mentioned in the two below columns and one of which should be from the first column as a minimum

First Column

  • Founded a company engaged in tech-based or tech-enabled products or services
  • Served a top role in a Singapore based Tech company such as Asia Pacific MD, CEO, CTO
  • Worked in at least two Singapore based Tech companies
  • Employed in a Singapore Tech company as a technical team leader and a particular tech field
  • Employed as a Technical Team leader in two or more Singapore based companies

Second Column

  • Served a Board of Director in a Singapore based company and not necessarily a Tech company
  • Worked in Singapore-based start-up as a mentor/advisor
  • Employed in Singapore Institute of Higher Learning (IHL) as a professor or lecturer or adjunct professor/lecturer
  • Engaged as a trainer in some form not covered by 2nd and 3rd points mentioned above such as workshops, corporate training classes etc.
  • An Investor in one or more Singapore based Tech companies.

The Tech. Pass Application Process involves

1. Pre-application activity include verification of eligibility and preparation of supporting documents
2. Applying for Tech. Pass by downloading the Tech. Pass application form for yourself and dependents if applicable
3. Filling up the soft copy of the application form and obtaining an auto-generated payment reference number
4. Taking print out of the application form and getting the form signed with relevant supporting documents specified in the application form
5. Making Payments of SGD 105 for each application via PayNow or Telegraphic Transfer
6. Uploading completed and signed application form with the following documents

  • Payment receipt
  • Travel documents and
  • Supporting documents for dependants confirming your relationship with the DP/LTVP applicant, verification of Vaccination Requirements document issued by HPB, as appropriate

7. Getting the Pass Issued

It usually takes around 8 weeks to process Tech. Pass applications unless there are requirements for additional documents and information.

Once approved, you will receive an IPA letter by email providing 6 months for coming and getting the pass issued for the start work or business activities in Singapore.

The Fees involved is SGD 225 for each pass and SGD 30 for each Multiple Journey Visa, whenever applicable. No extension to the IPA is granted.

The Tech. The pass has come into effect from January 2021 with a quota available for the first 500 applicants on a first come first serve basis.

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Difference between Employment Pass and S Pass in Singapore
  • Article, Singapore

Difference between Employment Pass and S Pass in Singapore

Employment Pass, often known as E Pass and the Skilled Pass known as S Pass are two separate work passes meant for professionals with high-level qualifications and technicians with mid-level skills respectively.

Though both are work passes, there are many differences between these two based on the following criteria.

Free Self-Assessment Tool Check Your Eligibility for EP or S Pass
Click Here
Applicability

Employment Pass in Singapore applies to highly skilled professionals with high qualifications and job offers in Singapore. The Ministry of Manpower (MOM) specifies the standard occupations in this link.

S Pass is applicable for Mid-level skilled staff or technicians.

Eligibility and Minimum Salary Requirements

A foreigner having a university degree, professional qualifications, or specialized skills is eligible for E Pass provided he/she has a job offer in Singapore in a managerial, executive, or specialized capacity with a fixed monthly salary of at least SGD 5,000. Older and more experienced candidates need higher salaries.

S Pass is applicable for overseas workers with relevant experience and a degree, diploma, or other technical certificates in a minimum one-year full-time study course. He/she should earn a fixed monthly salary of a minimum of SGD 3,000 while older and more experienced applicants need higher salaries to qualify.

Find Out Your Foreign Employee Quota
Get Started!

Refer to this blog if you have any questions about Singapore E Pass & S Pass. We have covered all relevant details here.​

eligibility
The qualifying salary varies based on specific sectors and years of working experience.
Application for Passes
For both E Pass and S Pass, Singapore-registered employers or approved employment agencies can apply to MOM on behalf of employees. New employers need to apply for a new pass if an employee changes jobs.
Validity
The validity for E Pass and S Pass is the same and is up to 2 years for first-time applicants. These passes need to be renewed every 3 years.

With our experience and expertise, we can process your visa application quickly and reliably.

Levy

Levy, the pricing mechanism is applied to regulate the number of foreign workers in Singapore and its rates are periodically reviewed and revised.

For E Pass holders, Skills Development Levy (SDL) applies to both full-time and part-time foreign employees. Employers pay a levy up to the first SGD 5000 of the monthly salary @ 0.25% of 5000 or SGD 2, whichever is higher.                  

For S Pass holders, both foreign worker levy and Skills Development Levy apply and an employer must pay the levy for all S Pass holders. The levy is enforced from the day of S Pass issuance and only ends with cancellation and expiration of S Pass. For S Pass holders employed in the services sector, the levy rate is as under

  •  
 

% of total workforce

Monthly

Daily

 

Services Sector

Tier 1

Upto 10%

SGD 330

SGD 10.85

Tier 2

10%- 13%

SGD 650

SGD 21.37

 

Manufacturing Sectors

Tier 1

Upto 10%

SGD 330

SGD 10.35

Tier 2

10% – 18%

SGD 650

SGD 21.37 

 

Other Sectors

Tier 1

Upto 10%

SGD 330

SGD 10.85

Tier 2

10%-20%

SGD 650

SGD 21.37
The daily levy rate only applies to S Pass holders who don’t work for an entire calendar month.
Quota

No Quota applies for E Pass

For S Pass quota applies and is as under

For manufacturing sectors, the S Pass quota is reduced from 20% to 18% and applicable from January 2022. It is further reduced to 15% from January 2023.

You cannot hire more S Pass holders than 13% of the company’s total workforce in the services sector.

For construction, marine, shipyard, and process, the S Pass quota was reduced to 15% from 18% effective January 2023.

What is the Application Process for Employment Pass or S Pass?
  • Posting a job ad on a government-approved website matching the occupation as per Employment Pass / S Pass application.
  • Submitting the Employment Pass / S Pass application by the employer and must be the same as per the job advertised. The Ad must be open for at least 28 days after publication and another 28 days if changes are made.
Application-Process-for-E-pass-and-s-pass-in-singapore

On the expiry of the active Job ad, the Employment Pass / S Pass application can be initiated.

No Employment Pass / S Pass application is allowed if the employer takes more than 3 months to fill in the vacancy.

Requisite Documentation

In pursuing an S Pass or Employment Pass application, a collection of mandatory documents necessitates submission to the Ministry of Manpower (MOM). The prerequisites for each employment visa exhibit subtle variances, yet overall, the subsequent documents are requisite:

  • A duly filled-in application form
  • Detailed particulars of the applicant’s passport and academic credentials
  • An offer of employment encompassing particulars regarding job responsibilities, remuneration, and perks tendered to the applicant, in addition to the period stipulated in the employment accord
  • The curriculum vitae of the applicant, coupled with records delineating professional experience
  • The corporate profile of the employing company, along with fiscal declarations

It is crucial to bear in mind that MOM may make a requisition for supplementary documentation or data during the application procedure, contingent upon the unique circumstances of the application.

The S Pass and Employment Pass, while both designed for foreign PMETs in Singapore, adhere to distinctive criteria and serve disparate purposes. With a comprehensive comprehension of the regulations and meticulous groundwork, the engagement of foreign talents in Singapore can manifest as a constructive contribution to the expansion of commercial enterprises and the economic landscape.

Feel free to contact IMC Group to discover how we can assist you in establishing your team in Singapore. We eagerly anticipate the opportunity to provide expert guidance throughout the entire process.

Useful Links

Employment Pass Application

Apply for an SPass

Free official Self Assessment Tool is available to check eligibility of E Pass or S Pass

Posting a Job Advertisement

Calculate Foreign Worker Quota

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How to Remove a Company Director in Singapore
  • Article, Singapore

How to Remove a Company Director in Singapore

Are you striving to look for a legal way of how to remove a director in Singapore? Or you are tired of covering the poor performance of your company’s director, and you are looking for a legal way to terminate him? Well, there is no need for you to worry about this legal issue anymore. We are here to guide you all about the standard procedures and requirements of removing a director in Singapore.

A director is a crucial functional person of a company. All companies in Singapore must have at least 1 local director who must be Singapore Citizen or Permanent Resident and there is no maximum limit on directorship however one must check its company’s constitution for any restriction on maximum number of director.

As per the law of the land, a business can execute the removal of a director in Singapore in three ways, and they are as follows:

  1.  Resignation
  2. Termination
  3. Disqualification


1. Resignation of A Director

The other legal manner of removing a director is when a director submits his resignation by himself. In case a director voluntarily submits his resignation from the directorship, then it can be deemed valid in the following conditions:

  • If the resignation procedure is reasonable and is by the constitution of the company.
  • The company shall have another director residing in Singapore.


Required Procedure of Resignation on the Part of Company

When the company receives the resignation of a director who voluntarily wants to resign from the directorship or if the director is deemed as disqualified, then in both such conditions, the company shall file a notification of cessation.

This procedure must be followed for 14 days only from the date of such change. i.e., the date of disqualification or the date of resignation. For submitting the notification with ACRA shall be accompanied and prepared with some relevant documents. Such documents are as follows:

  • In the cast of disqualification of a director, a bankruptcy statement or a lawful court order must be accompanied when is applicable.
  • In the case of voluntary resignation from directorship, the director’s resignation and the acknowledgment of the board of directors must be accompanied.

The former director shall notify the ACRA voluntarily in the following cases:

  • When the former director believes that the company might not inform the ACRA regarding his disqualification or resignation.
  • The former director knows that no other officers are competent or are in the company to notify the ACRA regarding his disqualification or resignation.


Failure to Comply with Procedure

In case the company and the former director fails to notify the ACRA regarding the company’s changes. Such non-compliance of the disclosure can be deemed an offense under section 165 of the Company Act.

As per Section 165 of the Company Act, the director or the chief executive officer may incur a personal liability and pay a fine amounting to $15,000 or liable for imprisonment up to 3 years. Unless the notification of cessation is submitted and is updated, the cessation shall not occur, and the former director will still be liable and responsible for managing the company’s affairs. In case the offense of non-disclosure is a continuing offense. The director or chief executive officer shall be liable for a fine amount to $1,000 for every day if the violation continues after conviction.


2. Termination of a Director

An individual working as a director can also be terminated but only based on a lawful and valid reason.


Termination of a Director on What Basis

The termination of a director can be made on various grounds such as:

  • A company can terminate a director from his crucial position for his poor performance over significant months.
  • Moreover, a director can also be released from the breach or non-compliance of his duties.
  • A director can also be directly removed or terminated if he has been involved in any corporate scandal or
  • Due to his poor management skills or leading skills, that are leading to low corporate performance.


Who has the Power to Terminate

The law of the land specifies the legal procedure to remove a director in Singapore. As per the law, the lawful process of removing a director is defined in section 158 of the companies Act. As per Section – 158 subsections, 8 of the companies act, a director in a company can only be terminated or removed by shareholders only.


The Procedure Of Removing A Director

In a Private Company

The basic rule of the land states that everything must be by the law of the land. The company needs to remove the director through lawful procedures only and according to its constitution. As per section 152 subsection 9 of the company act, only the company’s shareholders can remove or terminate a company’s director through a lawful and valid vote.

The director’s removal is a fundamental matter of the company, so the case goes to the board, and in a meeting, all the shareholders decide to vote for or against the motion. In the forum, at least 50% of votes are required to terminate or remove the director.

Moreover, for the requirement of a lawful removal of directors in Singapore, the shareholders have to give a written notice for 14 days. However, this requirement can also be waived off by putting it to the vote if more than 95% of voters favor not giving the 14 day’s notice.

As per the company’s constitution, a requirement of special resolution is specified, and more than 75% of votes are necessary for the removal of a director in favor of the motion. However, if the company has adopted the model constitution, then such a company can initiate the director’s removal through an ordinary resolution with accompanying 14 days of notice. If your company has adopted the Model Constitution in total, a director may be removed by standard resolution with at least 14 days of notice. However, as the initial process, all the company shareholders have to convene a general meeting to discuss whether they want to remove the company’s director and vote upon it.

If the shareholders decide to go for the director’s removal, they have to convene another meeting to pass the resolution. Moreover, on the other hand, the company’s constitution may also decide upon a clause to be included regarding the director’s termination in some specific situations. For instance, if a director does some immoral conduct or has a terminal disease. In such cases, the company will not be required to convene a meeting to pass a special resolution to remove the director. In case it is specifically required by the company’s constitution, then it is a necessity.

In a Public Company

The lawful procedure of removing a director from a public company is specified in Section 152 of the Company Act. Section 152 of the company act states the following requirement for making a lawful termination. The requirement of a legal procedure is as follows:

  • A public company’s shareholders can remove a director by convening a meeting and passing an ordinary resolution. Moreover, for giving the resolution, at least more than 50% of votes must be in favor of removing the director.
  • As per the legal procedure laid down in the company act, the shareholders shall convene a general meeting to start the process of terminating a director and must give special notice at least 28 days before the public forum; however, if it is not practicable, then at least 14 days before the date of convening the meeting.

When is a Director Officially Removed?

As per Section 152 sub-section 1 of the Company Act, the director’s termination shall not come to effect unless the company appoints a successor director to replace the former director. The removal of a director takes place and is made official only after the particulars of a new director have been updated in Accounting and Corporate Regulatory Authority.


3. Disqualification of a Director

In case of disqualification of a director, he shall not be allowed to manage any company’s affairs. The restriction of participating as a director shall remain unless the director takes permission from the General Division of the High Court or Official Assignee.

Disqualification of a Director on What Basis

The director can be disqualified from the company for numerous reasons, and they are as follows:

  • In case the director announces that he is bankrupt.
  • In case the court gives the order of disqualification of the director. For instance, an unfit director of an insolvent company or if a company is winding up due to national security or the director has been charged with offenses in Singapore.
  • In case the director is convicted for the offense of fraud or dishonesty.
  • If the director has been charged with offenses of three or more filing offenses under the Company Act within the last five years.
  • In case the director has three or more of is companies struck off from the register by ACRA in the period of last five years
  • In case the director has three or more orders from the General Division of the High Court against him for compelling or obstructing the inspection of the company’s registers, minutes books, or documents under section 399 of the Company Act or the provision to make returns under section 13 of the Act.

Term of Disqualification Period

The disqualification tenure of the director entirely relies on the reason for his disqualification. However, the general tenure of the director’s disqualification is five years.


What Does the End of Disqualification Period Mean for a Former Director?

Once the disqualification tenure of a former director is completed, a person may be appointed as a director of his former company or a new company. When the re-appointment of a former disqualified director is made, the company shall notify the ACRA of the appointment within 14 days from such appointment.

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Singapore Enters into Digital Economy Partnership Act (DEPA) With New Zealand And Chile
  • Newsletter, Singapore

Singapore Enters into Digital Economy Partnership Act (DEPA) With New Zealand And Chile

Singapore’s Digital Economy Partnership Agreement (DEPA) with New Zealand and Chile came into effect on January 7, 2021.

DEPA is a digital-only trade agreement, which aims to establish new ways and collaborations in digital trade issues, promote interoperability of different countries and address new issues caused by digitalization.

First signed in June last year, DEPA is the world’s first of its kind digital trade agreement that establishes a common set of digital trade rules and digital economy collaborations for the removal of digital barriers, fostering a new form of economic engagement especially at a time when many business activities have gone online.

Singapore has been aiming to build on its network of digital cooperation agreements and international frameworks to support businesses and SMEs engaging in cross-border digital trade and e-commerce. Additionally, DEPA will encourage greater cooperation in newly developed areas such as artificial intelligence and provide organizations the capacity to try new technologies across different countries with lower operating costs and better data protection.

Besides this year’s DEPA with New Zealand and Chile, Singapore has also signed DEPA with Australia through the Singapore-Australia Digital Economy Agreement (SADEA), in December 2020. The country is also in exploratory talks with South Korea and the UK to develop a similar bilateral Digital Partnership Agreement.

The Government of Singapore’s DEPA initiatives is in pursuit of further strengthening its footprint as a global leader in technology and e-commerce including the promotion of the country’s extensive free trade agreement (FTA) network for Singapore company formation by foreign investors.

Key Features and Benefits of DEPA

DEPA will establish new and innovative ways to digital trade issues that will help foreign business owners lower the costs of their operations and improve market access with the added advantage for Singapore company incorporation.

Paperless trade

A key feature of DEPA is that it will encourage paperless trade and reduce document transit and cargo clearance time improving business effectiveness.

An exporter in Singapore can easily apply for an e-certificate of origin with an electronic SPS certification for onward transfer to the customs of the destination country.

Paper trades drastically reduce the cost competitiveness and operational efficiency due to the cost of papers and higher waiting time.

Fintech and e-payments

DEPA advocates greater acceptance of payments due to increased interoperability between different payment systems enabling cross-border payments much easier for NBFCs such as fintech firms.

It was in early December last year when Singapore issued its first digital banking license enabling non-bank entities to offer similar services as conventional banks.

Electronic invoicing

DEPA will ensure e-invoices in Singapore are recognized in Chile and New Zealand for shorter invoice processing time, faster payments, and cost savings by embracing similar e-invoicing standards.

Pan-European Public Procurement On-Line (PEPPOL) e-invoicing solutions will also be available in Singapore SMEs.

Digital identities

DEPA will enable countries to develop safe and secure mutually recognizable digital identities that can streamline many business processes such as opening a bank account, registering a company, etc.

Partners within DEPA can facilitate initiatives that promote the compatibility of different digital identity regimes. In doing so, procedures such as Know-Your-Client (KYC) checks by banks can be done more efficiently and in any DEPA partner country, since the bank only requires the company’s digital identity. This due diligence process currently can take over three months to complete.

Data innovation and artificial intelligence

Parties in DEPA will allow data to flow freely across borders which, in turn, facilitates a conducive environment for businesses to develop new products and services from data-driven innovations.

This includes the use of AI for which there will be the adoption of an ethical AI governance framework. This will ensure that DEPA partner countries responsibly harness AI.

Furthermore, this digital agreement means businesses can pilot and commercialize their data-driven products and services with overseas counterparts from DEPA, therefore accelerating cross-border innovation.

Personal data protection

DEPA will ensure greater personal data protection during the transfer of data across borders by developing mechanisms based on international frameworks.

Business organizations in Singapore can now opt for Asia Pacific Economic Cooperation Cross Border Privacy Rules (APEC CBPR) certification and once certified, can demonstrate the company’s strong data protection and security policies consistent with the APEC Privacy norms.

Besides, the CBPR certified companies can exchange data with other certified companies in Singapore’s DEA network, as well as with other regimes which are already certified as per APEC CBPR System.

DEPA will build trust in digital systems facilitating opportunities for participation in the digital economy and promoting the adoption of AI governance framework and responsibly utilizing AI.

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Everything You Need to Know While Changing Your Company Secretary in Singapore
  • Article, Singapore

Everything You Need to Know While Changing Your Company Secretary in Singapore

The company law in Singapore mandates that as a business owner, you must appoint a Company Secretary responsible for compliance with all applicable laws and regulations. The Secretary also keeps all the company board members informed of their legal responsibilities towards the company and provides directions on how they should operate. Commonly termed as the compliance officer of a business entity, how to change corporate secretary Singapore calls for a well thought out judgment.

There are times when as a business owner you are not happy with the performance of your company secretary and are forced to replace him/her with someone better. Though unpleasant, you might need to dispense your company secretary and engage someone else. The procedures involved in changing your Singapore company secretary are sometimes long and tedious and it is always your best option to take external help from company secretary services Singapore.

When does the need for changing your Singapore company secretary arise?

It is not uncommon for companies to consider how to change corporate secretary Singapore. There may be many reasons that compel you to change your company secretary however the main ones are

  1. The company secretary is not dedicated and often unreachable after office hours.
  2. The secretary can not handle compliance and administration simultaneously and effectively.
  3. The company secretary can not keep the company functions aware of their impending company law deadlines e.g. accounts not informed timely on filing returns to regulatory authorities.
  4. The information given on company-related matters is incomplete and inaccurate.
  5. The secretary fails to maintain appropriate documentation and compliance on company legal matters.
  6. The remuneration of a company secretary is high and unreasonable.

What are the procedural requirements for changing your Singapore company secretary?

Before arriving at your final decision on how to change corporate secretary Singapore, it would be a wise move to directly communicate with your company secretary for understanding his/ her points and resolving the issues. Also, take the views of other management professionals of your company about the performance including collecting procedural information from company secretarial services Singapore. The decision for removal shouldn’t be subjective, rather needs to be founded on facts and figures.

Is it a mutually agreed separation with your Singapore company secretary?

It becomes easier and simpler when the company secretary is convinced and agrees to the decision of being removed from the company. It is then a straightforward process with any concern about how to change corporate secretary Singapore and only needs some documents to be organized.

  • The resignation letter from your Singapore company secretary.
  • A resolution in black and white from the Director.


Once these requirements are arranged, ACRA needs to be notified about the resignation. The transition including shifting over the responsibilities and sharing g of administrative records can take place at a later date.

Is it a forced separation with your Singapore company secretary?

As the business owner, you possess the right to dispense with your appointed Singapore company secretary, even when she/he may not agree and refuse to leave. This may lead to some complications and turns unpleasant when a secretary has to be removed without his/her consent.

Before deciding on how to change corporate secretary Singapore, it would be better to inform the company secretary in advance about your decision to remove him/her. The removal necessitates passing a board resolution to remove the company secretary. Once the resolution is done, you need to inform ACRA about the removal of the company’s secretary. It is also necessary and important to file a cessation within 14 days after the removal. ACRA will impose a late lodgement fee in case the company fails to update timely and within the prescribed time frame.

Conclusion:

A Singapore company secretary is crucial to your businesses in Singapore as ACRA attaches a lot of importance to company secretary policies. Hence, any decision on how to change corporate secretary Singapore must be made at the right time and place as it wouldn’t be prudent to remove him/her during AGM preparations and other important business proceedings.

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New Regulation on Dependant Pass (DP) Holders Introduced: DP Holders will now Need Formal Work Pass to Work in Singapore from May 1
  • Newsletter, Singapore

New Regulation on Dependant Pass (DP) Holders Introduced: DP Holders will now Need Formal Work Pass to Work in Singapore from May 1

Effect of New Regulation on Existing DP Holders

From May 1, 2021, foreigners staying in Singapore on Dependant’s Passes shall need a work pass to work here instead of a Letter of Consent (LOC) issued from the Ministry of Manpower (MOM).

This new rule will need the employers of DP holders to apply for either an Employment Pass (EP) or S Pass or work permit for them as the case may be, subject to similar requirements applicable to other foreigners as relevant qualifying salary, dependency ratio ceiling and levies. For spouses and family members already working in Singapore, this new rule of work pass requirement will come into force once their current letter of consent expires. On the expiration of LOC, employers of DP holders must apply for an applicable work pass if they wish to continue hiring them.

Reasons for Introducing New Regulation

Manpower Minister Josephine Teo announced the change on Wednesday, 3rd March 2021 during the parliamentary debate on her ministry’s budget, saying that it is “for consistency with recent work pass moves” facilitating the transition to work pass and alignment with other foreign workers. The move is intended to bring consistency to the work pass framework, said the ministry.

Mrs. Teo also set out her ministry’s priorities in managing the foreign workforce and balancing the need for foreigners in some sectors while strengthening the Singaporean core, which several MPs had asked about. The Local Qualifying Salary used by MOM is aimed at determining if local workers are meaningfully employed and not just given token salaries and allow the employer to hire foreign workers.

She said: “Our fundamental objective is always to serve the interests of Singaporean workers. Access to foreign workers is meant to help grow a larger economic pie than we otherwise can. Therefore, the foreign workforce must act as a complement to our local workforce.”

Minister Josephine Teo noted, “We will provide sufficient time for existing DP holders working on a LOC, as well as their employers, to transit to this new arrangement. Most of them meet prevailing work pass criteria. Those that do not will have to cease working in Singapore.” She also highlighted that most of the DP holders do not work during their stay in Singapore and represent only about 1 percent of all work pass holders.

As for skilled foreigners on Employment Passes, MOM aims to ensure.

  • Foreign professionals complement locals, and
  • Employers practice fair hiring and improve the diversity of their foreign professionals, managers, executives, and technicians.
As of June 2020, there were about 1.1 million work pass holders in Singapore, excluding foreign domestic workers, which suggests there were about 11,000 Dependant’s Pass holders working on letters of consent.

Existing Regulation

An Employment Pass or S Pass holder must earn a fixed monthly salary of at least SGD 6,000 to bring their spouse or unmarried children under 21 years old to Singapore on Dependant’s Passes.

Presently, dependents of S Pass holders only need to apply for a relevant work pass if they want to work in Singapore, while dependents of skilled foreign professionals or entrepreneurs on Employment Passes, EntrePasses, or Personalised Employment Passes can apply for a LOC.

Effect of New Regulation on Existing DP Business Owners

With this new rule coming into force, only DP holders belonging to the ‘business owners category’ can work using a LOC, and only if.

  • They own at least 30 percent of the company shares as a sole proprietor, partner, or company director and
  • Their business creates local employment. They must employ at least one Singaporean or permanent resident earning at least the prevailing local qualifying salary of SGD 1,400 and make contributions to the employee’s Central Provident Fund accounts for at least three months.
If DP holders own businesses but can not meet the above-mentioned criteria, they will not be able to run their businesses once the existing LOC expires. As noted by MOM they may, at best, apply for a one-off extension of their LOC until 30 April 2022 for the next renewal of their DP and after that, they must fulfill the above criteria.

Effect on ‘Would Be’ Business Owners

Would-be business owners desirous to start their businesses may temporarily apply for a LOC however they should be mindful that it is now mandatory to fulfill the conditions mentioned above. Some businesses may be waived off from these mandatory requirements as mentioned by MOM however, such details may be available at a later date and possibly beyond 1st May 2021.

Applying for an Employment Pass (EP)

Applying and receiving an EP pass to work in Singapore include the following.

  • You need to secure a job offer first
  • The employer puts an application online on behalf of you for the EP with supporting documents
  • Approval and Issuance of EP in your name
  • Renewal of EP after 2 years for the first time and then subsequent renewals every 3 years
Increased Salary Requirements for EP

The salary requirements for Employment Pass holders were raised two times last year, from SGD 3900 to 4500 and at least SGD 5000 for individuals working in the financial sector in a bid to tighten the framework. The S Pass qualifying salaries were also raised.

The qualifying salaries for older and experienced EP applicants in the age bracket of 40 years and above were also raised to almost double the minimum qualifying salaries of younger EP applicants.

The MOM has also tightened other rules on family members of foreigners discouraging them to come to Singapore on DPs or long-term visit passes, according to Straits Times.

The S Pass policy has been tightened in the previous two years with sectoral quotas being curtailed and the qualifying salary raised twice last year.

The qualifying salary for EP holders was raised twice during last year, and the ministry will explore possible refinements, Mrs.Teo added.

Enhancement of Capability Transfer Programme to further boost Skill Transfer to Locals

An extension of the Capability Transfer Programme has been planned for another three years, until end-September 2024, to ensure effective skills transfer to locals.

The program was originally launched in 2017 and provides up to 90 percent funding for a company or industry projects to bring in foreign specialists to train locals or send local workers on overseas training attachments especially in the areas Singapore doesn’t have much expertise.

About SGD 5 million has been budgeted so far to support projects in 20 sectors, noted Mrs. Teo, also adding that the program remains a useful complement to other schemes that support company transformation and the development of local Singaporeans.

In his last month’s Budget speech, DPM Heng announced this extension of the capability transfer program. He highlighted that as at the end of last year, more than 140 companies and over 970 Singaporeans and permanent residents have benefited, or are expected to benefit, from 40 projects under this scheme.

Mrs. Teo also said that the purpose of this program extension is to encourage greater take-up of the program however adding that the Government reviews all of its business support schemes from time to time to streamline them.

Likely Modifications to S Pass and Employment Pass in Recent Future

For the S Pass holders earning a fixed monthly salary of at least SGD 2,500, the employers should expect further changes to rules over this decade, said Mrs. Teo.

S Pass policy has been tightened over the last two years, with sector quotas being cut and the qualifying salary being raised twice last year. Deputy Prime Minister Heng Swee Keat declared a cut in the manufacturing sector S Pass quota from 20 percent to 15 percent by 2023 in the Budget speech last month.

She said that MOM will focus instead on helping companies become more manpower-lean while strengthening their Singaporean core.

She remarked that periodic adjustments will continue to be made to the local qualifying salary, as the minimum salary for locals to count towards a firm’s headcount in calculating the work permit and S Pass quota, to ensure locals are not hired on a token salary. It will not be increased this year to give firms time to recover from the impact of the Covid-19 pandemic.

The salary threshold is by no means a perfect gatekeeper of quality, but it is easy to understand and administer,” she said.

She explained that this method is favored over an EP quota, which would limit Singapore’s ability to compete for the most cutting-edge investments amid the worldwide shortage of tech and digital skills, hurting Singaporeans’ longer-term career prospects.

She added that implementing levy charges for EP holders, as Non-Constituency MP Leong Mun Wai of the Progress Singapore Party called for last week, may not be useful either since companies can employ overseas knowledge workers remotely.

Mr. Leong asked during the budget session whether Singaporean workers have been disadvantaged because foreigners do not have to make Central Provident Fund contributions, and there is no requirement for succession planning when firms apply for grants.

Mrs. Teo replied that last year, amid the pandemic, the foreign workforce contracted by over 180,000 in number and the local workforce grew modestly.

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Incorporate Your Company Using Virtual Office Space
  • Article, Singapore

Incorporate Your Company Using Virtual Office Space

Are you already thinking of expanding or starting your business in Singapore? What is the first thing that pops in your mind? A modern office space with a neat lobby and beautiful interiors? Everything beautiful has its price. Why pay exorbitant rental bills for office space when you can support your business from the comfort of your home?

Nonetheless, for incorporating your company in Singapore, the most important credential is a registered business address. People who are just starting or expanding to new locations in Singapore must read on to know the answer to all their questions.

How can I incorporate without going for physical office space?

We all know that Singapore has a space crunch, and not all businesses can afford a physical office because of very little revenue to spend on an expense that can be so easily avoided. We recommend going for virtual office spaces.

Virtual office spaces are not only manageable financially, but they also give a boost to your business when employees can work from their homes from any corner of the world. IMC can help you attain one such space for your business. There are various packages for such a subscription, and it generally includes a registered business address, communication services like phone and receptionist services, mailboxes, and mailing address.

If you plan to incorporate without a physical address, then virtual office spaces might be the answer. You can own a physical space without coming to the office and paying rent for the entire office space. Meanwhile, you can also carry out all your business using the internet. Whenever a communication arrives at your mailing address, we will let you know.

Is Virtual Office considered for Incorporating a company in Singapore?

A virtual office with a registered business address is as real as a physical office space in Singapore. You might have many doubts because we understand that it might be difficult to buy what we are saying. To strengthen what we are saying, we will state the ACRA’s criteria for your business’s physical space.

  • The address of the office must be a physical location situated within Singapore.
  • The physical office space should be accessible by anybody for at least 5 hours every day.


There are various communications to be done after we bring about the company setup in Singapore. The various regulating agencies might need to communicate with you regarding changes in policies and annual filings with the government from time to time. Any communications done to your mailing address would automatically be communicated to you via our services from the comfort of your home.

Tips on Choosing the best virtual office space

There can be various perks while choosing to go for a virtual office space. It offers multiple advantages, but a virtual office space might not always be the most appropriate choice for your business. Below are highlighted some of the pointers which can help you to decide if going for virtual office space is suitable for your business or not.

  1. Rental costs on a physical space: Saving costs on a rental space can be the top of your mind priority if you start small. If you have an internet business with digital services only, then a virtual office space might do wonders for you. On the other hand, if you are a business that needs most of your staff to be present in the office to conduct business, then a virtual office space might not be of use to you.

    Moreover, while selecting your virtual office space package (which can range from a few hundred dollars to thousands of dollars), read the services offered to you in the package. Companies that do not provide the mailing address as a part of the package and ask you to top it up with these services with extra charges applied.

  2. Work from home is a choice, not a necessity: If most of your staff is very comfortable working from home, virtual office space is for you. There are already established software platforms that come ready to use for all your business needs ranging from managing your projects to contacting clients. Moreover, it is an added advantage for the business to operate from home. You can directly cut down on redundant expenditures like electricity, water, rents, etc. Your business will be more eco-friendly, and people would be able to spend quality time with their families and will be able to work from any corner of the world.

  3. If you want a work culture that should be flexible even when your business is small and still growing: Normally, you will observe that for a company’s culture to get ingrained into the employees; it usually takes years. So, these virtual office spaces can help you create a healthy work culture right from the very start. If people typically work from home but sometimes they might need to be more productive, then your business can rent out desks and workstations too. Similarly, holding meetings and carrying other business activities is possible very quickly by making reservations in advance.

  4. The quality of services provided: While choosing the virtual space office, you must check the testimonials and look after the details of the services offered. The quality of the services provided will affect how smoothly your business runs. For instance, if the virtual workplace’s internet services are not good, that can severely hamper your business online. Moreover, if there are telephone services included in your package, then the staff’s quality, which attends to those calls from your customers and clients, can impact the business.

  5. Privacy: It is vital to ensure that the virtual office provider’s services should keep your information confidential. The internet should be secure, and enterprises should enable WPA2 encryption for security. If the security type is “No authentication,” then there are chances that the internet is not secure. Companies have a term in their agreement to sell your data when they go bankrupt, so you must look out for these terms.


Going for virtual office space might sound lucrative initially, but things can spin out of control if precautions are not taken. The above tips will help you evaluate if you need such an arrangement for your business. If you need more information or wish to enquire about our services further, you can contact us.

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What counts as deductible or non-deductible business expenses in Singapore
  • Article, Singapore

What counts as deductible or non-deductible business expenses in Singapore?

To run a business effectively, the owner needs to make certain changes, adaptations, and improvisations from time to time. These changes give rise to expenditures. Apart from these, businesses also have to bear certain fixed costs. So, business expenses are those that one needs to pay for running the business smoothly. While preparing the annual returns, most organizations calculate their expenses that encompasses all the business expenditures, fixed or variable, to make sure that the total income is minimized.

However, most of our expenditures cannot be recognized as deductible expenses. Before discussing the list of deductible or non-deductible expenses, you should know the basic difference between the two.

So, all the expenses that can be deducted from a business’s income before it is subjected to taxation are known as deductible expenses. Whereas all the expenses that cannot be subtracted from a business’s income before taxation are known as non-deductible expenses. 

Deductible expenses help in reducing one’s tax liability. A non-deductible expense, on the other hand, does not affect your tax bill. Expenses that are always deductible include investment losses, charitable contributions, etc. A business can claim a tax deduction only if the expenses are exclusively and wholly incurred in income production. Still there, are some complexities to comprehend the distinguishment in expenses.

For expenses to fit into the category of deductible expenses, it needs to satisfy the following conditions:

  • Expenses that are solely incurred in the production of income.
  • Expenses that are not a contingent liability, i.e. it is not dependent on any event that may or may not occur in the coming future. In other words, expenses must be incurred. An expense is said to be ‘incurred’ only when the legal liability to pay such expense has arisen, regardless of the actual payment date.
  • Expenses that are revenue, and not capital, in nature.
  • Expenses that aren’t specifically prohibited from deduction under any provisions of the Income Tax Act.


Non-deductible business expenses are those which do not fulfill the above-mentioned conditions. This includes your personal expenses like travel, leisure,  entertainment, basically that are not related to the running of your business, and capital expenses that are expenses incurred for incorporating a company’s purchase of fixed assets. A vast majority of your personal spendings are non-tax-deductible. The tax authority considers does not consider natural expenditures in favor of a reduction in the amount of money you are having at your disposal. Deductible expenses, for example, a loss resulting from office embezzlement or stock trading, for instance, are considered to actually reduce the amount of income you effectively earn, thereby resulting in a lower base of tax.

Deductions considered as context-specific

Several expenses can be deducted from your income only under specific cases. Like, money spent on clothing expenses is deductible, only up to a certain specified limit, if it can be deemed a business expense. Healthcare spending is a deductible expense, only up to the extent where it doesn’t exceed 7.5 percent of your adjusted gross income. The canvas, brushes, and oil you purchased for your paintings are deductible only if you can demonstrate that you were treating the art of painting as a money-making venture and not a hobby, for instance.

Therefore, tax-filers usually must necessarily go through the relevant section of the tax code or consult a professional tax accountant before they can actually determine if a particular expense is deductible or not.

Itemizing Your Deductions

Note that even if you have deductible expenses, itemizing your deductions is crucial before subtracting these from your actual taxable income. For individual filers, this implies filling out Schedule A, where you are required to list and add up all of your deductible expenses for the financial year you are filing the return for. The Internal Revenue Service of Singapore permits you to take a “standard deduction” if you have decided not to itemize your deductible expenses.

The standard deduction assumes that even those filers who don’t wish to take the time and effort for itemizing deductions will most likely have deductible expenses and allows them to reduce their gross income by some standard amount depending upon their marital status and age. It is an extremely convenient solution for those filers whose itemized deductions would fall below or only slightly exceed the standard deduction.

Let’s consider certain examples of Deductible and non-deductible expenses.

Deductible Expenses
  • Accounting fee
  • Administrative expenses
  • Advertisement
  • Auditors’ remuneration
  • Commission
  • CPF, foreign workers’ levy, skills development levy
  • Directors’ fees
  • Directors’ remuneration
  • Employee Equity-based Remuneration (EEBR) Scheme
  • Employment Assistance Payment (EAP)
  • Entertainment
  • Exchange loss (revenue and trade in nature)
  • Exhibition expense
  • Periodicals & newspapers
  • Postage
  • Printing and stationery
  • Property tax
  • Provision for doubtful and bad debts
  • Provision for obsolete stocks (specific)
  • Secretarial fees
  • Staff remuneration (Salary, bonus, and allowance)
  • Staff training
  • Staff Welfare/Benefits
  • Statutory and regulatory expenses
  • Stock obsolescence
  • Supplementary retirement scheme

Non-deductible expenses
  • Amortization
  • Bad debts (non-trade debtors)
  • Certificate of Entitlement (COE) for vehicles
  • Depreciation (you can claim capital allowances in its place)
  • Dividend payments made on preference shares
  • Donation
  • Impairment loss on non-trade debts
  • Singapore income tax and any tax levied on an income from a country outside Singapore
  • Installation of fixed assets
  • Interest expenses on non-income-producing assets(Interest adjustment)
  • Legal and professional fees (capital or Non-trade transactions)
  • Medical expense (amount exceeding 1%/2% of total remuneration if a company is under PMBS or TMIS
  • Motor vehicle expenses (RU-Plated and S-plated cars)
  • Penalties
  • Prepaid expenses (not concerning the relevant basis period)
  • Domestic and Private expenses (which are not incurred for business purpose)
  • Private hire car
  • Provision for bad and doubtful debts (Note impairment loss on trade)
  • Provision of obsolete stocks (general)
  • Ex-gratia retrenchment payments and outplacement support cost, where there is a complete business cessation.
  • Transport (S-plated and RU-plated cars)

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Salient Features of UK Singapore Post-Brexit Trade Agreement that Changes the Way the two Countries do Business from 1st January 2021
  • Newsletter, Singapore

Salient Features of UK Singapore Post-Brexit Trade Agreement that Changes the Way the two Countries do Business from 1st January 2021

A free trade agreement (FTA) between the United Kingdom (UK) and Singapore has come into force since the 1st of January 2021, enacting companies to derive the same trading benefits even when the UK leaves the European Union.

The EU-Singapore Free Trade Agreement is not applicable any further for trade between the two nations as soon as the new deal kicked in, noted the Singapore Ministry of Trade and Industry (MTI).

The UK is Singapore’s third and second-largest trading partner for goods and services and also the top investment destination in Europe. Singapore, on the other hand, becomes the UK’s largest trade and investment partner in South-east Asia and many UK citizens opt for Singapore company incorporation.

The UK-Singapore FTA was signed on December 10th, 2020 by Minister for Trade and Industry Chan Chun Sing and UK Secretary of State for International Trade Elizabeth Truss.

The Ministry of Trade and Industry (MTI) said the UK-Singapore FTA offers certainty and clarity in trading arrangements between both countries.

Both countries completed their respective domestic procedures for the FTA’s provisional application that allowed them to make provisional treaty commitments until the FTA got vetted by both countries.

The most relevant features of this FTA include the elimination of tariff for goods trade,  EU & ASEAN combination, business-friendly rules of origin, waiver of technical and non-tariff barriers, enhanced market access to the services sector, more opportunities in government procurement, and enhanced intellectual property rights.

Similar timelines as in the EU FTA will be followed for tariff reductions with tariffs abolished for 84% of all tariff lines for every Singapore product entering the UK from January 2021. As agreed in the FTA with the EU, the remaining products will be freed from tariff from 21 November 2024.

As agreed with the EU, Singapore and UK companies will continue to use EU materials and parts in their exports to each other’s markets. Similarly, materials and parts used by Singapore and sourced from other ASEAN member states may also qualify under liberal rules of origin for exports to the UK supporting bilateral trade between the two countries.

The UK Singapore FTA removes unnecessary barriers to bilateral trade between the two countries and focuses on reducing overall costs of exports for Singapore and UK business entities. The primary purpose is to ensure a level playing field for companies from both countries and enhance trade between Singapore and the UK. Electronics, automotive and parts, renewable energy, pharmaceuticals, and meat and meat products are the main sectors to benefit from this FTA.

Asian food products from Singapore will receive greater market access in the UK and will get a tariff-free entry under flexible rules of origin. Though evidence is needed that these food products are manufactured in Singapore any need for proving the ingredients grown or produced in Singapore is not essential.

The trade agreement allows both countries to continue enjoying the benefits of comprehensive Intellectual Property Rights including copyright etc.

The UK FTA provides enhanced market access for service providers, professionals and investors, and will create a level playing field for businesses in each other’s markets. The agreement covers services such as architecture, engineering, management consultancy, advertising, computer-related, environmental, postal and courier, maintenance and repair of ships and aircraft, international maritime transport, and hotels and restaurant services.

The FTA will also support financial services businesses in both countries. Existing UK Banks in Singapore will be allowed to expand their businesses through more Singapore company formation for banking and other financial services.

The UK will also grant Singapore companies enhanced access to participate in UK government procurement opportunities at both the city and municipal level. Companies that will benefit include those in the transport, financial services, and utility sectors.

The UK Singapore FTA not only maintains the same benefits that Singapore and UK companies were receiving under the trade agreement with the EU but widens the opportunities for companies of either country encouraging businesses to utilize every available benefit.

Finally, with this agreement, Singapore and the UK have committed to start negotiations for a high standard investment protection agreement within two years of the FTA coming into force, and aim to conclude the negotiations within four years.

The Minister of Trade and Industry added, “This will ensure that our bilateral investments will be covered by robust and up-to-date treaty protections, and provide our businesses and investors with the certainty of investment protection.”

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Done with your Singapore Company Registration! Now it is time to address 12 Compliance Requirements
  • Article, Singapore

Done with your Singapore Company Registration! Now it is time to address 12 Compliance Requirements

All are not over yet! Even after choosing the company name and completing the registration process and paying your fees, you are still left with a bunch of compliance requirements stipulated by Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS), and also some other compliances to be religiously met on an ongoing basis.

Statutory requirements and companies act are primarily aimed for ensuring good governance of the company’s business and monitoring business health periodically both by the company owner and Singapore regulatory authorities for continued growth and sustainability of an organization.

Failure in complying with the requirements generally attracts hefty fines and other penalties. The compliance requirements encompass many business perspectives and range from reporting of Balance Sheet, Financial Statements to maintaining Beneficial Owners’ Registers.

The statutory compliance requirements applicable to your newly registered company in Singapore are mentioned below.

1 .Final Confirmation of Fiscal Year-End of Your Company

Now that you have done with your new Singapore company registration and also opted for the financial year-end, it is time to finally confirm the same or else notify both ACRA and IRAS about any changes that you would like to make.

It is mandatory for all Singapore registered companies to file annual business reports with ACRA and IRAS, based on your Financial Year End (FYE), the timeline for submitting newly registered company’s annual business performance to the authorities.

The fiscal or financial year-end commonly determined by Singapore companies is either 31st December or 31st March however, you may also choose 30th June or 30th September as your financial year-end.

How to select FYE?

Unless otherwise approved by the Registrar, the FYE for a company shall not exceed 18 months in the year of its incorporation. However, it is recommended that you choose to keep your FYE within 365 days for enjoying tax exemptions for the initial three years of assessment.

Final confirmation on FYE is stipulated to prevent companies from changing their FYE on a later date and as a safeguard.

2. Appointment of Auditors

All companies incorporated in Singapore must appoint an auditor within 3 months of the date of incorporation unless they are exempt from auditing requirements.

Is your company exempted?

Exemptions apply to small private companies. A company will be considered a small business if it is a private corporation in that fiscal year and it meets at least 2 of the following 3 criteria in the last 2 consecutive fiscal years

  • Its total annual revenues do not exceed SGD10 million;
  • Its total assets do not exceed SGD10 million;
  • The number of employees does not exceed 50.

If your company is a part of a group, it is eligible for the audit exemption when

  • The entity qualifies as a small company;
  • The whole group must be a “small group”.

3. Disclosure of Your Company Registration Number

Singapore company law requires that every company must have the company registration number, known as the Unique Entity Number (UEN), on all business letters, bank statements, invoices, official notices, publications, etc.

4. Appointment of a Company Secretary

The Company Secretary needs to be a natural person and must reside in Singapore. The Singapore Companies Act requires companies to appoint a Company Secretary within six months of company formation.

New start-ups and SMEs usually engage a CSP services firm in Singapore for company secretarial services. You can derive many benefits by engaging a company secretary services Singapore.

How to appoint a company secretary?

Though as a Singapore Private limited company; you have one minimum resident director who is a resident of Singapore e.g. a Singaporean citizen or a permanent resident of Singapore or a person holding an Employment Pass / EntrePass, the resident director can not function as your company secretary.

Besides being a natural person, the company secretary must be a qualified person under the Legal Profession Act,  public accountant registered or deemed to be registered under the Accountants Act,  a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators, a member of the Institute of Singapore Chartered Accountants (formerly known as the Institute of Certified Public Accountants of Singapore), a member of the Association of International Accountants (Singapore Branch), a member of The Institute of Company Accountants, Singapore a secretary of a company for at least 3 of the 5 years immediately preceding the above mentioned date of my appointment as secretary of the above named company.

In the event of the resignation of your company secretary, you must fill the vacancy within six months.

5. Maintaining Statutory Registers of Your Company

The Singapore Companies Act requires every company to maintain certain registers. These statutory registers are a part of the company’s informative records and are usually updated and maintained as official books together with the Constitution of the Company, Share Certificates, Common Seal, all Minuted Resolutions, etc.

The following information is mandatory to be maintained in the statutory registers

  • Updated information about company members including your directors, auditors and secretaries in the form of Electronic Register of Members (EROM) and must contain the date of appointments and resignations, as appropriate.
  • Shareholding and share transfers information. https:// www.acra.gov.sg/docs/default-source/default-document-library/legislation/companies-act-reform/companies-(amendment)-act-2014/NoticeToUpdatePaidUpShareCapital.pdf
  • Information about any loan secured by the company
  • Beneficial ownership information in the form of a Register of Registrable Controllers (RORC), and to make the information available to public agencies upon request.

Appointed company secretary needs to be assigned the duty for creating, updating and maintaining the company’s statutory registers.

6. Financial Reporting – Audited and Unaudited

All Singapore companies require to prepare and present financial statements in strict compliance with the Singapore Financial Reporting Standards (SFRS), which has converged to the International Financial Reporting Standards (IFRS).

This is a measure taken by the Accounting Standards Council (ASC) to reinforce Singapore’s status as an international financial centre and to remain informed of your company’s financial health and profitability, and tax liabilities.

You can use Zoho Books as an online accounting software with complete accounts payable and accounts receivable functionality for managing your finances and automating business workflows and complying with all applicable SFRS requirements.

7. Obtaining Business Licences and Permits

Certain business activities in Singapore are subject to regulation by government agencies. Even if your company is registered, you cannot establish your company if you do not have the necessary permits and/or licenses from the relevant government authorities. For instance, if you are in an Import Export Business you need to be registered with Singapore customs for obtaining CR, Central Registration number license.

For verifying a company and applicable business licenses and permits you can visit a Singapore Government Agency Website.

Obtaining necessary permits may not be that easy and straightforward sometimes and usually, it is a good idea to engage a professional corporate service provider to ensure that you are on the right track during your Singapore company incorporation.

8. Registration with Singapore Central Provident Fund (CPF) and Skills Development Fund (SDF)

The Central Provident Fund (CPF) Singapore is a statutory pension scheme where employers and employees pay a percentage of their monthly salary in the fund.

Employer contributions to the CPF are mandatory for all local employees who are either Singaporeans or permanently resident and earn more than SGD 50 per month.

The maximum contribution rate to the CPF for the employer and employee is 17 per cent and 20 per cent respectively and may be lower depending on certain factors such as the age of the employee, permanent residence status, etc.

Employment Pass holders do not need to contribute to the CPF.
https://www.cpf.gov.sg/Members

Your newly registered company) is also mandated to contribute to the Skills Development Fund (SDF). Employers must pay a contribution to the SDF of 0.25% for all employees up to the first USD 4,500 of gross monthly salary.

9. Filing Estimated Taxable Income (ECI) with IRAS

ECI as defined by the IRAS is the valuation of your company’s taxable income for the financial year. The ECI statement shall include the income of the company, excluding items such as capital gains from the sale of fixed assets.

Who needs to file the ECI?

A business entity needs to submit an estimate of its taxable income (TCI) within 3 months of the end of the tax assessment year. Even if the corporation estimates its taxable income to be zero, it must still file ECI “NIL” return.

What benefit do you get from Filing ECI?

IRAS provides an option for flexible payment to companies that submit their ECI declarations in advance enabling them to pay taxes in instalments. The earlier you file your ECI return, the greater the number of instalments allowed for you.

What happens if you fail to comply with the filing of ECI?

After the 3 months waiting period, if your company doesn’t comply with this requirement, IRAS will issue a Notice of Assessment (NOA) based on its estimate of the revenues of your company. Your company then will have one month from the date of issuance of NOA to file its written objection if it does not agree with the estimated IRAS assessment. If your company does not agree, NOA will accept the valuation as final, despite the differences in the revenue information provided in both the Form C and the subsequently submitted statements.

10. Holding First Annual General Meeting (AGM)

Though an AGM must be held physically and anywhere in the world, the Covid 19 pandemic mandates no necessity for a physical meeting to organise an AGM.

So long there is a means to exchange your documents e.g. electronically, it shall be adequate.

The following matters are to be discussed at an AGM:

  • Approval of the report/audit report of the directors
  • The company’s Profit and Loss and cash flow statements and details of sales, expenses and profit
  • Balance Sheet detailing the assets, liabilities and equity
  • Approval of the fees, remuneration and emoluments of the directors
  • Re-elect the director(s) as appropriate
  • The renewal of the term of office of the statutory auditors
  • Explain any dividend announced and any changes in equity
  • Any other business transactions

Updated Guidance on the Conduct of Meetings Amid Evolving COVID-19 Situation

ACRA, the Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) have updated the checklist to guide issuers and non-listed entities on the conduct of general meetings arising from the latest updates from the Multi-Ministry Taskforce to ease safe management measures to facilitate business operations.

Following links can provide more information

https://www.sgx.com/media-centre/20201001-guidance-conduct-general-meetings-amid-evolving-covid-19-situation

https://www.moh.gov.sg/news-highlights/details/resuming-more-activities-safely

11. Annual Tax Return Filing with IRAS

The deadline for filing the tax return is 30 November. The documents need to be submitted are the audited or unaudited report and the tax calculation (Form C).

Simplified Tax Declaration with Form C-S

To simplify the declaration process for small companies, IRAS has introduced the C-S form, a simple and shortened three-page tax return form for small businesses that are entitled to declare their income to IRAS.

From the 2017 tax year, companies can submit the C-S Form if they meet all of the following conditions:

  • The company must be registered in Singapore
  • The company must have an annual income not exceeding SGD 5 million.
  • The company only has income taxable at the applicable corporate income tax rate of 17%
  • The company is not claiming any of the following in the Year of Assessment:
  1. Deferment of shares/loss of capital from the current year
  2. Group Relief
  3. Investment grant
  4. Foreign Tax Credit and Tax Deducted at Source


What do you need for Form C-S preparation?

You need to prepare the following documents for form C-S

  • Financial statements
  • A declaration statement
  • Tax computation and supporting documents
  • Any other claim forms e.g. R&D expenses, M&A expenditures, Double Tax deductions etc.


12. Filing an Annual Return (AR) with ACRA

Under the Singapore Companies Act, all locally registered companies are required to file their annual returns.

Information required to be submitted for filing annual returns are

  • Company Name and registration number
  • Registered address
  • Main activities
  • Type of company during the year
  • Summary of share capital and shares with changes in share structure, if any
  • Recorded expenditure
  • Information about company managers
  • Information about shareholders
  • Dates of the annual reports, the General Meeting and the annual accounts
  • Company’s financial statements in XBRL format when applicable

When to File your AR?

The AR should be filed no later than 7 months after FYE confirmation and after the AGM.

Penalties for failure in submitting AR are heavy and can be SGD 300 for every breach and can even be SGD 600 on the repetition of failures.

Your company would need to file its financial statements in XBRL format during the filing of the annual return if your company:

  • Becomes Insolvent with liabilities exceeding assets.
  • It has at least one shareholder in the company for the year and is not dormant.

All companies must keep proper accounting records for minimum years.

TAKEAWAY

A lot of tasks need to be performed once you register your new company in Singapore for the first time. Besides the 12 compliance requirements mentioned, there would be other requirements to comply with too e.g. GST Registration, Company Seal, Registered office hours etc. and engaging a one-stop professional corporate service provider is strongly recommended.

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