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Guide to starting a company in Singapore
Starting a business in Singapore? We’ve got you covered! 🚀
Our team has prepared a comprehensive guide to help future business owners navigate the company incorporation process with ease.
Whether you’re a local entrepreneur or a foreign investor, this guide covers everything you need to know—from business structures and registration to tax compliance and licensing.
✅ Step-by-step incorporation process
✅ Key requirements and compliance obligations
✅ Practical insights for a smooth startup journey
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Extent of Penalty for Non-Compliance and the Importance of Accounting Records
The former Chief Executive Officer of Hyflux Ltd (Hyflux), Ms Lum Ooi Lin, its former Chief Financial Officer, Mr Cho Wee Peng, and four independent directors of Hyflux at the material time were charged in court on 17 November 2022 for disclosure-related offences under the Securities and Futures Act (SFA). Ms Lum was further charged with an offence under the Companies Act (CA) for her failure in ensuring Hyflux’s compliance with accounting standards.
Against Lum Ooi Lin:
(a) One count of section 203(2) read with section 331(1) SFA, for consenting to Hyflux’s intentional failure to disclose information relating to the Tuaspring Integrated Water and Power Project (Tuaspring), when such disclosure was required under the Singapore Exchange Listing Rules (Listing Rules);
(b) One count of section 253(1)(b) read with sections 253(4)(b)(i) and 277(3) SFA for Hyflux’s omission to state the same information relating to Tuaspring in the 2011 Offer Information Statement (2011 OIS). The 2011OIS was issued for the offer of S$200 million, 6% preference shares on 13 April 2011; and
(c) One count of section 201(5) read with section 204(1) CA for failing to ensure that Hyflux made disclosures required under the accounting standards for its financial statements for the financial year ended 31 December 2017. This included the failure to disclose the breach of a subsidiary’s loan agreement that permitted its lenders to demand accelerated repayment.
Against Cho Wee Peng:
(a) One count of section 203(2) read with section 331(1) SFA for conniving in Hyflux’s intentional failure to disclose information relating to Tuaspring, when such disclosure was required under the Listing Rules.
Against four Independent Directors of Hyflux, namely Teo Kiang Kok, Gay Chee Chong, Murugasu Christopher and Rajskar Kuppuswami Mitta:
(a) One count each of section 203(2) read with section 331(1) SFA, for their neglect in connection with Hyflux’s intentional failure to disclose information relating to Tuaspring, when such disclosure was required under the Listing Rules; and
(b) One count each of section 253(1)(b) read with sections 253(4)(b)(i) and 277(3) SFA, for Hyflux’s omission to state the same information in the 2011 OIS.
In accordance with Section 199 of the Companies Act 1967, every company must cause to be kept such accounting and other records as will sufficiently explain the transactions and financial position of the company and enable true and fair financial statements and any documents required to be attached thereto to be prepared from time to time, and must cause those records to be kept in such manner as to enable them to be conveniently and properly audited.
If the default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months and also to a default penalty.
Changes on statutory requirements for AGM and filing of AR
To provide greater clarity for companies and reduce the compliance burden, the timelines for holding Annual General Meetings (AGMs) and the filing of annual returns will be aligned with the company’s FYE.
Timeline for holding AGMs and filing of annual returns
Holding of AGMs
Current
For Companies with FYE ending on or after 31 Aug 2018
(a) Timeline 1: Hold first AGM within 18 months of incorporation, and subsequent AGMs yearly at intervals of not more than 15 months
(b) Timeline 2: Financial statements tabled at AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date.
For listed companies:
Hold AGM within 4 months after FYE
For any other company:
Hold AGM within 6 months after FYE
Filing of Annual Returns
Current
For Companies with FYE ending on or after 31 Aug 2018
For companies having a share capital and keeping a branch register outside Singapore
• File annual returns within 60 days after AGM
For other companies
• File annual returns within 30 days after AGM
For companies having a share capital and keeping a branch register outside Singapore:
• File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE
For other companies:
• File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE
Annual return can be filed only:
• after an AGM has been held;
• after financial statements is sent if company need not hold AGM; or
• after FYE for private dormant relevant company that is exempted from preparing financial statements.
Changing of Company’s Financial Year End (FYE)
With effect from 31 August 2018,
1. companies must notify the Registrar of their FYE upon incorporation and of any subsequent change;
Company A is incorporated on 1 Jan 2019. The company must notify the Registrar of its FYE upon incorporation.
Company B was incorporated on 1 Jan 2018 and has not yet lodged any AR with ACRA.
After new law comes into effect, the company’s first FYE will be deemed by the new law to be 1 Jan 2019.
Company C’s FYE deemed by the new law is 31 Mar 2019
On 31 Jan 2019, company A wants to change its FYE to 30 Apr 2019
• Not required to seek Registrar’s approval
• FYE changed to 30 Apr 2019.
2. companies must apply to the Registrar for approval to change their FYE:
- if the change in FYE will result in a financial year longer than 18 months; or
- if the FYE was changed within the last 5 years; and
3. unless approved by the Registrar, the duration of a company’s financial year must not be more than 18 months in the year of incorporation.
Continuing from previous example
On 31 Dec 2020, company C wants to change its FYE to 1 Feb 2021
Company C must seek Registrar’s approval for the FYE change because this is the second change within the last 5 years of the last changed FYE (30 Apr 2019).
Company D indicated in its AR filed in 2019 that its previous FY ended on 31 Mar 2019. Its next FYE should be 31 Mar 2020.
On 31 Jan 2020, company Dwants to change its FYE to 31 Dec 2020.
Company D must seek Registrar’s approval for the FYE change because this will result in a financial year which is longer than 18 months (from 1 Apr 2019 to 31 Dec 2020).
4. only FYE of the current and immediate previous financial year may be changed (provided that statutory deadlines for the holding of AGM, filing of annual return and sending of financial statements have not passed).
Company E’s FYE notified in AR last filed with ACRA is 31 Mar 2021. Its next FYE should be 31 Mar 2022.
On 10 Nov 2025, company E wants to change its FYE for 2022 from 31 Mar 2022 to 31 Dec 2022.
Company E is not allowed to do so, because it can only change its previous or current financial year.
Company F indicated in its AR filed in 2019 that its previous FY ended on 31 Mar 2019. Its next FYE should be 31 Mar 2020.
On 1 Dec 2020, company F wants to change its FYE from 31 Mar 2019 to 31 Dec 2020.
Company F is not allowed to do so, because the deadline for the holding of AGM, filing of AR or sending of financial statements for the current financial year have passed.
A company’s financial periods starting on or after 31 Aug 2018 by default will be taken to be a period 12 months for each financial period.
Important information for newly Incorporated companies that have yet to file Annual Returns
Companies incorporated before 31 August 2018 will have their FYE deemed by law to be the anniversary of the date previously notified to the Registrar as their FYE date.
Company G has indicated in its AR previously filed with ACRA that its FYE is 31 Mar 2018.
After new law comes into effect, the company G’s next FYE will be deemed by the new law to be 31 Mar 2019.
In the absence of such notification before 31 August 2018, the anniversary of the date of incorporation will be deemed by law to be their FYE.
Company H was incorporated on 1 Jan 2018 and has not yet lodged any AR with ACRA.
After new law comes into effect, the company H’s first FYE will be deemed by the new law to be 1 Jan 2019.
Companies can change their FYE by notifying ACRA before or after 31 August 2018 .
Disqualification of directors
Amendment to disqualification of directors
The Companies (Amendment) Bill 2014 was passed by Parliament in October 2014.
One of the amendment is pertains to the disqualification of directors.
Reasons for disqualification
Reasons which will disqualify a individual from being a director includes the following:
- Section 148 of the Companies Act: Bankruptcy
- Section 149 and Section 154(2) of the Companies Act: By an Order of the Court
- Section 149A of the Companies Act: Company being wound up for reasons of national security or interest
- Section 154(1) of the Companies Act: Convicted of an offence involving fraud or dishonesty that is punishable with an imprisonment term for 3 months or more
- Section 155 of the Companies Act:
- Has been convicted for 3 or more filing related offences under the Companies Act within a period of 5 years or
- Has 3 or more High Court Orders made against him compelling compliance with the relevant requirements of the Act, within a period of 5 years
- Has 3 or more of his companies struck off the register by ACRA under section 344 within a period of 5 years. The 5 year period will commence from after the date on which the third company is struck off.
Disqualification period
The disqualification period depends on whether the director has been sentenced to imprisonment.
Sentenced with imprisonment
If the director is imprisoned, his disqualification will begin when he is convicted, and will continue for another five years or shorter as ordered if disqualified by the Courts after he is released from prison.
Sentenced without imprisonment
If the director was not sentenced to imprisonment, he will be disqualified for 5 years or shorter as ordered if disqualified by the court, from the date of his conviction.
What happens after disqualification
The individual will be listed on the Accounting and Corporate Regulatory Authority’s (Acra’s) public register. A disqualified individual will not be allowed to be a director or take part in the management of any local or foreign company. He may continue to incorporate a new company or be appointed as a director of his previous company after the end of his disqualification period.
An news article about an director being disqualified under Section 155 of the Companies Act:
https://www.straitstimes.com/singapore/acra-to-name-disqualified-directors-in-public-register