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To provide you with our audit fees, we would need your company’s latest management accounts and prior year’s audited report (if any).

For a company to be exempted from having its accounts audited:

The company is exempted from audit if;
(a) it is a private company in the financial year in question; 
(b) it meets at least 2 of 3 following criteria for the immediate past two consecutive financial years:
     (i) total annual revenue ≤ $10m;
     (ii) total assets  ≤ $10m;
     (iii) no. of total employees  ≤ 50.

For a company that is part of a group:
(a) The company must qualify as a small company; and
(b) entire group must be a "small group" to qualify for the audit exemption.
      For a group to be a small group, it must meet at least 2 of the three quantitative criteria consolidated basis for the immediate past two consecutive financial years: 
    (i) total consolidated* annual revenue ≤ $10m;
    (ii) total consolidated* assets ≤ $10m;
    (iii) no. of total employees ≤ 50.

Suppose the Company falls under the small group exemptions under the audit requirements. In that case, the Company does not need to appoint an auditor or have the financial statements audited for that financial year. However, we would generally advise the client to select us as the auditors first to satisfy the statutory requirements. Subsequently, in the future, if the Company is needed to perform the audit, we can assist you with your audit needs. Nevertheless, the Company can still re-appointment of alternative auditor - which has never occurred based on our experiences with our clients, and we do not levy any service charge for the appointment of an auditor.

When the firm employs an in-house staff, you often need to ensure that the fringe benefits are in place and that the staff's welfare is taken care of, which usually are indirect costs that are ignored.

With an outsourcing arrangement, you would need to worry about the above and also on staff retention. Our company has the lowest attrition rate, and our clients have also commended this. If the staff handling your engagement resigns, we can assure you that you will still be in good hands as you will still be liaising with the other team you may have to liaise with previously during the engagement; this would not disrupt the accounting work. 

In addition, one of the advantages of outsourcing is that if there is a change in the accounting standards, our staff will always be trained and updated with new changes whenever a new accounting standard is introduced. This will, therefore, reduce your recruitment processes and time and the training of the new accountant.

For us to provide you with a competitive quote, we would appreciate if you can give us the number of estimated transaction per month (on average) as such:

According to The Singapore Companies Act, every Singapore company must file specific reports to relevant government bodies each year. These annual compliance requirements are mandatory and consists of the following:

1. Estimated Chargeable Income ("ECI") Filing
The Company is required to report its Estimated Chargeable Income (ECI) by filing an ECI Form with tax authorities within three months of the financial year-end date. The revenue to be declared in the ECI form refers to a company's primary source of income. Do note that by filing your ECI in time, the Company may benefit from carrying out an instalment plan. 

2. Preparation of Financial Statements and Audit of Accounts
The Company will need to prepare its financial accounts and compile a financial statement per the Financial Reporting Standards of Singapore. If the Company is required to have its accounts audited, the appointed auditor must be contacted to get the accounts audited on a timely basis. 

3. Annual General Meeting ("AGM") and Annual Return ("AR") Filing
The Company must hold its Annual General Meeting (AGM) within six months from the financial year-end and file the Annual Return with ACRA every year within one month of the AGM date. 

4. Annual Corporate Income tax filling
Each Singapore company must file its annual tax return - Form C with the Inland Revenue Authority of Singapore (IRAS) by 30 November of the following year. 

It would be best if you prepared the company's annual financial statements per Singapore's Financial Reporting Standards, which included the following:

• Director's Statement;
• Independent Auditor's Report (if required);
• Balance Sheet;
• Profit and Loss Statement;
• Statement of Changes in Equity;
• Cash Flow Statement; and 
• Corresponding Notes to Financial Statements

Note: Section 201 of the Companies Act states that the financial statement must not be more than six months old from the date of the AGM.

According to the Accounting and Corporate Regulatory Authority ("ACRA") and Inland Revenue Authority of Singapore ("IRAS"), a dormant company in Singapore is a registered company that is not receiving any form of income or is actively trading. 

Also, according to ACRA, dormant companies are exempted from preparing financial statements and holding physical AGMs. If a company has no accounting transactions in a given period, it is considered dormant. Even if your company does the following, ACRA will still classify it as dormant.

When your company is dormant, the company may apply to IRAS for a tax waiver that would relieve you of the obligation to file a tax return (Form C or Form C-S). To qualify, you must meet the following requirements:

• The company would not be carrying out any business transactions for the next two years in the future; 
• The company owns no investments, and if it does, they generate no revenue or income;
• All financial statements and taxes for when the company was active has lodged; and 
• The company have de-registered from Goods and Services Tax (if applicable).

These are some information on what is required to set up a local company as follows: 

Share capital - The minimum share capital is S$1.

Foreign shareholding - There are no restrictions on foreign shareholdings. (i.e. can be wholly owned by foreigners)

Directorship - At least one local resident director is required; kindly note the requirements for a local resident. 

Registered address - A company must have registered office in Singapore that must be open and accessible to the public during regular office hours.

The Constitution - Regarding The Constitution, we will be using a standard template from the local regulatory.

Company Secretary - As per Section 171  of the Singapore Companies Act, every Company must appoint a qualified company secretary within six months of its incorporation. In the case of a sole director/shareholder, you should note that the same person cannot act as the company secretary. The company secretary must be a natural person who is ordinarily resident in Singapore. 

Bank account opening - Most banks in Singapore will require a first face to face meeting with the directors of the Company as part of their KYC procedures. However, due to the current situation, kindly be informed that you do not need to be present for the bank account opening. However, some banks would still require to do a video call for their KYC checks and that they would require all the documents to be notarized and an original copy to send to them.

The entire incorporation process can be completed within 1-2 weeks, depending on the promptness in providing the required documents.

The term “local resident” here refers to a Singapore citizen/Permanent Resident/Employment pass holder. Certain approved pass holders - such as Employment Pass, EntrePass etc., can be considered a “local resident”, in which approval is under the local authority's discretion. The director cannot be bankrupt or persons convicted of dishonesty. There must be at least one shareholder and one director. They can be the same person. However, most companies opt to have at least two directors as banks and other financial institutions usually require two signatories.

Yes, if the other director is a foreigner, they can be the company's other director. However, if you were to take up our nominee director services, we would require two foreign directors to be part of the appointment too. The local director in Singapore will be held responsible if any compliance requirements are not met, and for severe cases, the local director can be charged in court. As all shareholders and directors of the company are foreigners, you will understand the risk undertaken by the local director. 

As our nominee directors do not take part in operational matters, signing the financial statement or bank accounts usually requires two directors to sign. Therefore, we would strongly advise having two foreign directors on board and minimising our local director's risk.

Yes, the company must appoint an auditor within three months of incorporation unless you are exempt from the audit requirements.

If you refer to changes in shareholders or directors in the Company, they will only need to be present if the change is signed and approved via a physical meeting. If the change is allowed via written resolutions, we do not need the directors or shareholders physically present. However, there are procedures to be adhered to and documents to be checked for our due diligence purposes. 

Takeover: Upon your agreement on the quotation fee, we will request from you information on your existing corporate secretary such as the name of the company, who to liaise with for takeover of records, the email address and contact number (if any) and to prepare a letter of termination & letter of authorization and email them to you for arranging of a director's signature. Upon receiving scanned signed copies of these letters, we will assist you in liaising directly with the existing corporate secretary for the takeover of records.

Amendment of shareholders: It depends on whether there will be an addition of new shareholders or a transfer of shares from the current shareholders(s) to a new shareholders(s) or existing shareholders(s) to existing shareholders(s). 

Please note that there will be a separate service fee for this.

We will not guide the director to fulfil their duties, but ACRA compliance courses are available to be aware of their responsibilities.

Yes, it will help, but we cannot advise further on these matters as the renewal of REP will still be based on ICA's approval, and the directors must fulfil their requirements for the renewal.

Under the Home Office Scheme, homeowners are allowed to conduct small-scale businesses using their residential premises. This scheme applies to both HDB and private properties.

All applicants for the approval under the Home Office Scheme can submit their applications before or after business/company registration with ACRA.

 For more information on this, please click How-to Guide: Apply For Home Office Scheme (HO).

There might be some implications as you are holding an employment pass, and it might not be permissible under Ministry of Manpower (“MOM”) regulations. Therefore, we would usually encourage someone who does not hold an employment pass to become the director. Kindly refer to the below for further explanation. 

For EP holders to become directors in other companies, MOM will grant it if:

• Your company is related by shareholding to the Employment Pass holder's employer; This information must be reflected in ACRA records.
• Employment Pass holder is taking up the secondary directorship for purposes related to their primary employment.

According to the Ministry of Manpower's ("MOM") guidelines, an EP holder should not serve as a director of a company that is not the company named in his EP. However, suppose the EP holder's role as a registered/nominee Director in another company is critical to his current job as an EP holder. In that case, the EP holder must first seek MOM's approval.

Once MOM has approved, the EP holder will be granted a Letter of Consent (“LOC”) to take up the second directorship.

For EP holders to become directors in other companies, MOM will grant it if:

1. The company is related by shareholding to the EP holder's employer.
2. The EP holder is taking up the secondary directorship for purposes related to their primary employment. 

Yes, The Singapore Companies Act allows foreign individuals and/or corporations to own 100 percent of a Singapore Company. 

According to The Singapore Companies Act, every Singapore company must file specific reports to relevant government bodies each year. These annual compliance requirements are mandatory and consist of the following:

1. Estimated Chargeable Income ("ECI") Filing The Company is required to report its Estimated Chargeable Income (ECI) by filing an EDI Form with tax authorities within three months of the financial year-end date. The revenue to be declared in the ECI form refers to a company's primary source of income. DO note that by filing your ECI in time, the Company may benefit from carrying out an instalment plan.
2. Preparation of Statements and Audit of Accounts The company will need to prepare its financial accounts and compile a financial statement to follow Singapore's Financial Reporting Standards. If the company is required to have its accounts audited, the appointed auditor must be contacted to get the accounts audited on a timely basis.
3. Annual General Meeting ("AGM") and Annual Return ("AR") Filing The Company must hold its Annual General Meeting (AGM) within six months from the financial year-end and file the Annual Return with ACRA every year within one month of the AGM date.
4. Annual Corporate Income Tax Filing Each Singapore company must file its annual tax return- Form C with the Inland Revenue Authority of Singapore (IRAS) by November 30 of the following year. 

The beneficial owner is defined as “the natural person(s) who ultimately owns or controls a client and/or the natural person on whose behalf a transaction is being conducted”, including “those persons who exercise ultimate effective control over a legal person or arrangement”.

It is also defined as an individual or a legal entity that has a:

• Interest in more than 25% of the shares. 
• Shares with more than 25% of total voting power in the company.

A company would be required to file an Estimated Chargeable Income (ECI) within three months after its financial year-end for your company’s income earned in the preceding financial year. For example, if your company’s financial year-end is 31 December 2020, the company will be required to file ECI by 31 March 2021.   

Based on the ECI submitted, IRAS would issue you a Notice of Assessment (“NOA”) to pay for any resulting tax arising from the ECI filed. 

After that, the company would be required to file its final tax return for the financial year-end 31 December 2020 by 30 November 2021. If the tax assessed in the final tax return is the same as the ECI, no additional tax must be paid. If there is a difference, the company would either pay or receive a refund on the difference.  

Besides the corporate tax, your company would also need to prepare an unaudited set of financial statements for holding of AGM and lodging of annual returns with ACRA within six months from its financial year-end.

As for personal income tax filing, you will be required to file personal income tax by 15 April 2021 for income earned in the preceding calendar year. Our services fees for personal income tax filing starts from S$800. The fee charged would be dependent on the type of relief or benefit in kind that the employee would receive at the end of the day.

Goods and Services Tax or GST is a broad-based consumption tax levied on the import of goods (collected by Singapore Customs) and nearly all supplies of goods and services in Singapore. In other countries, GST is known as the Value-Added Tax or VAT. GST exemptions apply to the provision of most financial services, the supply of digital payment tokens, the sale and lease of residential properties, and the importation and local supply of precious investment metals. Goods that are exported and international services are zero-rated. 

Do allow me to share with you the requirements to be a GST registered company in Singapore, and do note that it is only compulsory if you had hit the threshold. The threshold depends on the value of your taxable turnover; this refers to the value of goods and services you supply, which are taxable supplies for GST purposes. With that, you must register for GST if:

Retrospective View
Your taxable turnover at the end of any calendar year on or after 1 Jan 2019 is more than $1 million.   

For periods on or after 1 Jan 2019, taxable turnover is computed on a calendar year basis to determine registration liability. You have to monitor at the end of every calendar year (i.e. 31 Dec) and register for GST if your annual taxable turnover exceeds $1 million.

Prospective View 
If at any time, you can reasonably expect your taxable turnover in the next 12 months to be more than $1 million.   

You will have to register for GST when it is certain that your taxable turnover will exceed $1 million in the next 12 months. You must have supporting documents to support your forecast value of $1million. For example:

• Signed contracts or agreements
• Quotations accepted by customers
• Confirmed purchase orders received from customers
• Invoices to customers with a fixed monthly fee charged
• Income statements showing that the past 12-month period was already close to $1 million and that annual turnover is on an increasing trend

On the other hand, you are not required to register for GST if there is no certainty that your taxable turnover will exceed $1 million in the next 12 months. For example, you made a forecast based on market assessment, business plans or sales targets.  

However, if you are not liable for GST registration, you may still apply for registration voluntarily if the business satisfies any of the following:  

• The business makes taxable supplies;
• The business makes only out-of-scope supplies. Out-of-scope supplies mainly refer to sales of goods that did not enter Singapore and goods in transit; or
• The business makes exempt supplies of financial services that are also international.

As for the registration of GST, we would be glad to assist you on this matter.

1) MEMBER'S VOLUNTARY LIQUIDATION

A Members Voluntary Liquidation (MVL) is a process that enables shareholder's to appoint a Liquidator to close down a solvent company formally. Once the Liquidator has realised all company assets and ensured that there are no outstanding company liabilities, a capital distribution will be paid to shareholders either in specie or from funds held in the company.

2) CAPITAL REDUCTION

3) STRIKE OFF

For a more detailed process, timeline, and fees, please get in touch with us.