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FAQ – Singapore Company

Singapore Company FAQ

Singapore Companies (Amendments) Act FAQs

Does Singapore company need to notify the increase in the authorized capital?

Answer: There is no longer the concept of authorized capital. A Singapore company can issue more shares if the required approval or authourization under the Act has been obtained. No, there is no need for the Singapore company to report the increase in authorized capital.

How do we apply for an amalgamation?

Answer: With the new Singapore Amendment Act coming into force on 30th Jan 06, the Singapore company may file an application with the Singapore company Registrar not more than 2 months before the intended amalgamation date if one is specified in the amalgamation proposal. The form Registration of Amalgamation needs to be lodged with:

  • an amalgamation proposal
  • declarations required under section 215C or 215D, a declaration by the directors with the memorandum of the amalgamating Singapore companies
  • solvency statements
  • other relevant documents

Singapore Company’s requirements for reducing Singapore Company’s share capital?

Answer:

Companies may refer the Singapore Companies (Amendment) Regulations 2006 which will be issued after 30th Jan 06. They may also refer to Practice Direction No 2 of 2006 which is available on ACRAs website .

How does Singapore company apply for a reduction of its share capital after 30th Jan 06?

Answer:

Companies will not be required to notify ACRA of the particulars of the authorised capital and the par value of the share. The share capital of the company will be referred to as the Issued Capital in BizFile records and reports. The term Paid-up Capital will be still be used to denote the amount paid on issued shares.

How will the information on these Singapore amalgamated companies be reflected?

Answer: Example: Company A + Company B amalgamate to form a new company known as Company C. The business profiles of the 3 companies will reflect the following information:Profile of Company A Status will be shown as “Amalgamated” with Company B (Registration No) to form Company C (Registration No) Profile of Company B Status will be shown as “Amalgamated” with Company A (Registration No) to form Company C (Registration No)Profile of Company C Status will be shown “Live” and another statement will be displayed to the effect that the company was amalgamated from Company A (Registration No) and Company B (Registration No)

How do I get the Singapore Company’s capital reduced without going to Court?

Answer:  There are several procedural steps to be taken and it is advisable that companies obtain professional advice. Directors have to provide the solvency statements (if the nature of reduction requires one) and inform the Comptroller of Income Tax and comply with the publicity requirements. Creditors may apply to court to cancel the resolution. If there is no such objection after 6 weeks but no later than 8 weeks after the resolution date, the company can lodge the relevant form with ACRA for the reduction to take effect. Companies are advised to lodge the relevant form and documents within the time stipulated in the Act ; if not, Bizfile will reject their filing for non-compliance with the Act.Companies may note that an Order of Court is no longer required with effect from 30th Jan 06. The company will need: -to pass a special resolution for capital resolution, -notify the Comptroller of Income Tax -to meet solvency requirements -to meet publicity requirements

Must Singapore company be solvent before commencing a share buy back?

Answer:  Yes, the Singapore company must be solvent, which means the company must be able to pay its debts in full at the time of payment and as they fall due in the normal course of business during the period of 12 months immediately after. In addition, the value of the Singapore company’s assets must not be less than that of its liabilities (including contingent liabilities) before and after the buy-back (please see Section 76F(4) of the Companies Act.). Please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

 What are the ACRA Singapore Companies e-forms which are available?

Answer:  Amendments will be made to the following e-forms on 30 Jan 2006 to remove references to the authorised capital, share premium and nominal value, if any of these terms appear therein:

  • Apply for new company name;
  • Incorporate a Private Company;
  • Incorporate a Public Company- Limited by Shares;
  • Summary of Returns of Local Company Having A Share Capital;
  • Notice by Local Company of Alteration in Share Capital Other Other Than Increase in Capital (to be renamed as Notice of Local Company Of Alteration in Share Capital)
  • Return of Allotment of Shares;
  • Notice of Redemption of Redeemable Preference Shares;
  • Notice By Local Company Of Transfer of Shares / List of Shareholders;
  • Notice of Purchase Or Acquisition Of Ordinary Shares / Stocks;
  • Notice of Purchase Or Acquisition Of Non-Redeemable Preference Shares ( to be renamed as Notice of Purchase Or Acquisition of Preference Shares);
  • Conversion of Company:
  • From an unlimited company to a company limited by shares;
  • From a public company limited by shares to a private company limited by shares

Please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

What are the amendments to the Singapore foreign subsidiary incorporation?

Answer:

  1. Introduction of new fees payable to the Registrar of Companies under the Second Schedule of the Companies Act by the Companies (Amendment of Second Schedule) Notification 2006;
  2. Introduction of new regulations in the Companies (Filing of Documents)
  3. Regulations and an amendment to clarify when a company is an exempt private company by the Companies (Filing of Documents) (Amendment) Regulations 2006;
  4. Introduction of the publicity requirements for proposed reduction of share capital by the Companies (Amendment) Regulations 2006;
  5. Amendments of the Eighth Schedule of the Companies Act by the Companies Act (Amendment of Eighth Schedule) Notification 2006.

Please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

ACRA Treatment of Singapore Company share capital on authorized capital and par value ?

Answer:  Companies will not be required to notify ACRA of the particulars of the authorized capital and the par value of the share. The share capital of the company will be referred to as the Issued Capital in BizFile records and reports. The term Paid-up Capital will be still be used to denote the amount paid on issued shares.

What are the fees payable for amalgamation application?

Answer:  The filing fee for registration of an amalgamation is $400 and another $300 is needed to be added if a new company is formed after the amalgamation.

What are the major amendments to the Singapore Companies Act?

Answer:  The major amendments include : the removal of the concept of par value and authorised capital; reforms in the capital maintenance regime by introducing introduction of capital reduction procedures without the need to go to court for approval ; introduction of treasury shares which allows companies to hold the ordinary shares bought back as treasury shares and disposed off or cancel them at a later date orto transfer them to appropriate persons ; amalgamation which allows two or more companies to merge into one of the companies or form a new company.

What are the new changes to the share buy back regime?

Answer: Currently, companies can only buy back shares out of their distributable profits. With effect from 30th Jan 06, they can buy back shares out of capital as well as or distributable profits.

What are the types of amalgamation?

Answer: The main types of amalgamation are: Long form amalgamation – 2 or more companies amalgamate and continue as one of the existing companies or 2 or more companies amalgamate to form a new company. The amalgamated company can either have a new name, can retain the same name or adopt the name of one of the amalgamating companies. There will be five options to choose from in Bizfile. Short form amalgamation – amalgamation of holding company and subsidiaries or amalgamation of wholly owned

What are treasury shares?

Answer:  Treasury shares are ordinary shares or stocks purchased or otherwise acquired by a company in accordance with sections 76B to 76G of the Companies Act. These shares can be held by the company or may be sold, transferred or cancelled in accordance with section S76K.

What is meant by an amalgamation of Singapore companies?

Answer:  An amalgamation is referring to the merger of 2 or more existing companies to form a new company or to continue as one of the existing companies.

What is the e-form required to be lodged with ACRA when the shares are cancelled or disposed of?

Answer:  The e-new form to be filed online is known as Notice of cancellation or disposal which can be located under Local Company Transactions – Changes to Local Company. in BizFile.

What is the maximum amount Singapore company may hold after shares buy back?

Answer:  The maximum limit is 10% of total number of shares or 10% of total number of shares of each class.

What is the significant amendment to Singapore Companies Act with regard to amalgamation?

Answer:  Currently, any amalgamation has to be approved by the Court under S212 of the Companies Act. The amendments to the Companies Act allow voluntary amalgamation without the need for a Court Order.

When do the amendments to the subsidiary legislation take place?

Answer:  The effective date, for the amendments to the subsidiary legislation, is 30th January 2006.

When must we notify the Comptroller of Income Tax on the intention to reduce share capital?

Answer:  For both private and public companies, the notification must be sent within 8 days beginning with the resolution date.

When will the commencement date of Singapore Companies (Amendment) Act 2005 come into force?

Answer:  The commencement date of the Amendment Act will come into force on 30th Jan 2006.

When will these amended and new forms be released?

Answer: The new and amended forms will be uploaded into BizFile menu for use by 30th Jan 2006 at 0001hrs.

Singapore Companies Act Requirement Auditor

Must a Singapore company appoint a company auditor?

Answer:  Yes. However, a company which is exempted from audit requirements under the Companies Act is exempted from the requirement to appoint an auditor of the company.

Singapore Companies Act Requirement Secretary

Is company secretary a necessary requirement for both public and private companies? What should be his/her required professional qualification?

Answer: Section 171 of the Companies Act requires a company to appoint a company secretary. The office of secretary shall not be left vacant for more than 6 months at any one time. Private limited companies need not appoint a professionally qualified secretary. However a secretary must still be appointed. Only public companies must appoint a professionally qualified secretary. Examples of professionally qualified secretaries are lawyers, accountants and chartered secretaries.

Singapore Companies Act Requirement – One Director Company

If my company has one director and one shareholder left, is it compulsory to amend my M&AA?

Answer: While the law does not mandate a company to amend its M&AA to cater to one director company, you may wish to examine your own M&AA to determine if it contains any provisions that will not be operatable if the number of directors is reduced to 1. Every company can draft its own set of M&AA and need not rely solely on the provisions in Table A of the Companies Act. In this regard, please refer to section 4 and 184 of the Companies Act.

Under Section 201(5) of the Companies Act, the directors’ report need to be signed by at least two directors. How do I submit the Directors’ Report if I am the sole Director of the company?

Answer: If the company has been set up with only one director, then section 4(11) of the Companies Act is applicable, so that a requirement under the Act which is imposed on 2 directors will be satisfied by the act of the single director of the company. However, if the company has 2 directors, then the report under section 201(5) has to be signed by 2 directors, though in limited circumstances ACRA may, upon application by the sole director, accept a report signed by one director (where, for example, the other director cannot be found within Singapore).

Prohibited Names

What are the names that I am not allowed to use?

Answer: You are not allowed to use words such as “Temasek”. This is a name which the Minister has directed the Registrar not to accept for registration.

What are the names that are prohibited to use?

Answer: Word such as “Temasek” is prohibited to be used. This is a name which the Minister has directed the Registrar not to accept for registration. Offensive and vulgar words are also prohibited to be used for registration.

Share Capital

What is issued capital?

Answer: Issued capital refers to the share capital which has been allotted to the shareholders.

What is paid-up capital?

Answer: Paid-up capital refers to the issued capital that is paid up by the shareholders.

Singapore Company Annual Return

Can Singapore company be exempted from audit?

Answer:  An exempt Singapore private company is exempted from audit requirements if the commencing date of its financial year is between 15 May 2003 and 31 May 2004 and its turnover for that financial year does not exceed $2.5 million. For financial years starting 1 Jun 2004, the amount of the turnover has been raised to $5 million. These exempt Singapore companies are still required to maintain proper accounting records.

Singapore dormant company need to submit audited accounts?

Answer: Singapore dormant  company need not submit audited accounts, if your company does not have any accounting transactions for that financial year other than the exceptions set out in section 205B(3) of the Companies Act, eg. maintenance of registered office. If you are not sure whether there was any accounting transaction for your company, please seek professional advice from your Paul Hype Page & Co, ACRA  Certified Public Accounting Firm.

Must a Singapore Company renew company’s registration yearly?

Answer: A  Singapore company’s registration need not renewed yearly as per the business entity rather is required to submit Singapore Company Annual Return on a yearly basis.

What must the Singapore company do after it has held its AGM?

Answer: Singapore company must file its Annual Return with ACRA. The Annual Return must be filed within one month after the date of the AGM. Please seek professional advice from your Paul Hype Page & Co, ACRA  Certified Public Accounting Firm.

Does Exempt Singapore Private Company needs to attach the EPC certificate for audit exemption when filing Annual Returns?

Answer:  With effect from 1 November 2007, we have removed the need to attach the EPC certificate or Statement by EPC for audit exemption for Exempt Private Companies. They are required to confirm on the online declarations before submitting the Annual Returns. Please seek professional advice from your Paul Hype Page & Co, ACRA  Certified Public Accounting Firm.

Do Dormant Singapore Companies need to attach the EPC Certificate Statement by dormant companies for audit exemption when filing Annual Returns?

Answer:  With effect from 1 November 2007, we have removed the need to attach the Statement by Singapore dormant companies for audit exemption for Exempt Private Singapore Companies. They are required to confirm on the online declarations before submitting the Singapore Company’s Annual Returns. Please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

Annual Return for local companies, there is a new selection “have not taken place” under the drop down list to confirm the transfers since the date of the last annual return. What is the difference?

Answer:  The new selection “have not taken place” under the drop down list is added to cater to the scenario where no transfer of shares has taken place since the last annual return. In this case there is no need to register at all. On the other hand, if there is a transfer of shares since the last annual return but the company has not registered such transfer, then the lodger should select “have not been registered”. Please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

Singapore LLP required to submit Annual Returns to ACRA?

Answer:  No but the manager is required to submit an Annual Declaration to ACRA stating whether the LLP is able or unable to pay its debts. Please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

Singapore LLP need to hold AGM? What about minutes and resolutions?

Answer:  Singapore LLP Act does not prescribe requirements to hold Annual General Meetings. You have to refer to the LLP legislation on whether partnership’s resolutions are required to be filed or reported for specific instances (such as winding up). By and large, the LLP Act does not prescribe detailed requirements for different types of resolutions as the LLP is a “business” structure. Please seek professional advice from your Paul Hype Page & Co, ACRA Certified Public Accounting Firm.

Company Charges

What is the meaning of the word “satisfied” in the category ‘Statement of Satisfaction of Charge’?

Answer:  Please refer to Section 136 of the Companies Act Chapter 50. What is the meaning of the word “discharged” in the category Statement of Satisfaction of Charge? Please refer to Section 136 of the Companies Act Chapter 50. Please advise on the appropriate category in the situation where all monies owing have not been fully paid off under the charge, however the bank wishes to discharge the charge (and remove from the register – such that the debt becomes unsecured) We regret to inform you that ACRA officers are not in a position to advise on matters other than registration procedures for companies/businesses and filing of Bizfile transactions. You have to determine which the appropriate option is. My bank has issued a statement of Satisfaction of Charge. How can I remove this Charge from the register? To release a company charge, please e-file the transaction under Local Company>Change/Update>Satisfaction of Charges. Please click this hyperlink to attachment of the Statement of Satisfaction of Registered Charge. You may engage a Professional Firm such as (Law Firm, Audit Firm or Company Secretarial Firm) to assist you on the Satisfaction of Charge.

How will I know if the Satisfaction of Charges submitted has been processed and approved, so that I can confirm that the Charge has been withdrawn / removed?

Answer:  You may purchase the Business Profile from Bizfile to confirm the status of satisfaction of the Charge.

What is the meaning of the word “satisfied”?

Answer:  The word satisfied means that the debt has been paid up.

What is the meaning of the word “discharged”?

Answer:  The word discharged means that the charge voluntarily “released” the property from the charge and therefore “discharged” the obligations of the company.

If my S131 charge falls within more than one listed category, would it affect the registration of the charge if the category I select does not fully describe the charge?

Answer:  Any of the categories, listed in the form, can be selected . We understand that some charges may straddle more than one category. It is sufficient that the charge comes within any of the categories. However, choosing any one category does not mean that the other categories do not apply.

If my bank has submitted my ‘Charge over Cash Deposits’ to ACRA for processing at a later date, will this affect the 30 days’ period to lodge my company charge?

Answer:  Yes, this will affect the registration in view of the 30 days’ period to lodge the company charge.

 Is a Charge Over Cash Deposits classified as a charge on book debts of the company?

Answer:  Please seek your own professional assistance on this matter as it varies according to individual company circumstances. ACRA officers are not empowered to provide advice on which section of the Companies Act will the charge falls into.

If I want to charge a fixed deposit to a bank, should I effect the transaction under ‘Charge on the Book Debts’ in the prescribed ‘Statement Containing Particulars of Charge’?

Answer:  Please seek professional assistance on this matter as it varies according to the individual company circumstances. ACRA officers are not empowered to provide advice on which section of the Companies Act will the charge fall into.

Where can I obtain Forms 33 & 34 for charge registration?

Answer:  These forms have been converted to electronic forms, since the launch of Bizfile on 13 Jan 2003. Registration of Charge is done through Bizfile by Professional Firms.

If I have to re-lodge the Charge, must I have to pay S$60 again?

Answer:  If the earlier Charge you submitted was rejected, we will refund the filing fee of the rejected charge. You may re-lodge the Charge with a filing fee of S$60.

If we re-lodge the charge, what is the new effective lodgment date?

Answer:  The effective lodgment date will be the re-lodgment date of the new application.

If the charge is rejected, how do I get a refund?

Answer:  You do not need to apply for a refund. Once the Charge is rejected, we will arrange for the refund of the filing fee.

Do I have to renew the registered charges?

Answer:  There is no renewal for a charge which has been registered.

If I lodge a new charge under the statement containing the particulars of Charge, do I need to attach a copy of the instrument?

Answer:  No, you are not required to attach a copy of the instrument but you should provide a short description of the properties adequately, while securing the charge.

Does ACRA keep a copy of the instrument we attached?

Answer:  All documents attached with Bizfile transactions are kept in the system. However, you are not required to attach a copy of the instrument of charge.

If ACRA does not keep a copy of the instrument, how else can members of the public retrieve a copy?

Answer:  To retrieve a copy of the instrument, the members of public may liaise with the company/professional firm which had lodged the said charge.

What is a charge?

Answer:  A charge is a security interest over the company’s property.

Printing Of Company Registration Number

I own a sole-proprietorship / partnership. Must I print company registration numbers on all business documents as per Section 144 of the Companies’ Act?

Answer:  Section 144 (1A) applies only to Singapore-incorporated companies. It is meant for both private and public companies. Hence, this new requirement does not apply to Sole Proprietorship & partnership. overseas branches of local companies and local business firms, subsidiary companies registered in Singapore & registered business whose owner is a Singapore-incorporated company. Sole proprietorships and partnerships are governed by the Business Registration Act and Regulations. Regulation 11 requires businesses to print their registration number on all documents used for the purpose of the business.

 What is the acceptable format(s) for printing the Company Registration Number?

Answer:  The suggested acceptable presentation formats are as follows: – Company Registration Number eg. 198201234G or 200900355R.

My company has the same GST number and Company Registration Number. Must I still print both numbers on all my business documents?

Answer:  Yes. The requirement for printing the company registration number is in addition to any written law requiring the company’s unique identifier to be printed on its documents. A company cannot argue that it need not print its company registration number since it has already printed its GST registration number, even they are identical. This is because the intent behind each legislative requirement is different and should be treated as separate and distinct.

I have printed my company stationery supply for the next 3 years. Can I rubber-stamp the Company Registration Number on all my existing stocks?

Answer:  As a transitional measure, you may use a rubber stamp to indicate the company registration number on your existing stock of stationery.

If my company does not indicate its Company Registration Number, will there be any penalties imposed?

Answer:  It is advised that ACRA acts on complaints. If a company is unable to meet the requirement, ACRA would require it to show cause why it cannot comply and will consider the merits of the matter on a case-by-case basis.

Instead of rubber-stamping the Company Registration Number, can my company write or paste printed stickers?

Answer:  It is advised that ACRA would not impose restrictions on how the registration number should be reflected or printed.

Will a penalty be imposed if my company printed its registration number as ACRA number, instead of Company Registration Number?

Answer:  What ACRA has done in the Addendum to Practice Direction 1 of 2004 was to suggest some acceptable formats, such as Co. Reg. No. and its permutations. Since the company has already printed the stock, ACRA has no objections to their using it up and printing the next batch with a more accurate description.

Besides the company’s documents listed in the table of the Practice Direction 1, how do we know if the Company Registration Number is compulsory on any other documents?

Answer:  If they are for external usage and there is a possibility of confusion of the company name for another company name by any member of the public or clients, they are to be printed with the number to reduce or avoid such circumstance. Documents which are wholly for internal use are not required to be printed with the registration number.

Can I print my Company Registration Number as either 01414/1988-W or 198801414W?

Answer:  You are advised to use the second format i.e. 198801414W as that is the most current format and the format used for filing purposes.

When an Offer of Composition is issued?

Answer:  An Offer of Composition will be issued when: The company’s Form C, audited/unaudited accounts and tax computation are not filed by 30 Nov, the filing due date.

Striking Off

If my last set of Company accounts is qualified, can I use it to apply for striking-off?

Answer:  Yes. A letter of undertaking from the auditor is required for the removal of the qualification. Alternatively, a new set of unqualified management accounts can be prepared and certified by the auditors.

My newly-incorporated dormant company has never filed AR before. Can I apply for striking off?

Answer:  The newly-incorporated dormant company can rely on a cover letter to apply for striking off. Please visit our website www.acra.gov.sg. for the guidelines on application for striking off for the content of the letter.

My company has no more directors. Can I apply for striking-off?

Answer:  ACRA will review the company for striking off, based on the criteria laid down.

My dormant company is due to hold AGM and submit the Annual Return. Can I instead proceed to initiate striking-off, without incurring penalties?

Answer:  Yes, your company can proceed to apply for striking-off. There will be no penalty imposed while filing the application.

Striking-off takes 5 months to complete. Will ACRA inform us on the actions taken?

Answer:  Yes. A striking-off notice is sent after the application has been approved. One month later, a first gazette notice is sent to the registered office address if no objection is received. After 3-months of the first notice and if no further objection received, a final notice is also sent to the registered address.

What are the procedures to close a company?

Answer:  There are 2 ways to close a company. One is to wind up the company with professional assistance. The other is to apply for striking off with ACRA if you are able to meet the requirements stated in the guidelines on application for striking off.

Can anyone else, other than the Company Director or Secretary, apply for striking-off of the company?

Answer:  The directors or company secretary are the rightful persons to apply for striking off since they are the company officers.

 From the last set of audited accounts, what are the necessary pages required to scan into pdf format, since the accounts are prepared in a number of pages?

Answer:  Statement by directors, auditors report and balance sheet are required to be scanned into pdf format. If the company is an exempt private company, please provide the latest exempt private company certificate.

How long must my company be inactive before I can apply for striking-off?

Answer:  ACRA does not indicate any time schedule or limit for a company to apply for striking off. If the company has ceased trading or has been dormant, it may consider having its name removed from the register.

How can my company reinstate its struck-off status?

Answer:  An order from court is to be obtained to reinstate the company which has been struck off. Upon receiving it, it is to file “Lodgment of court order of reinstatement of company that has been struck off/dissolved at a filing fee of $10.

Can a company limited by guarantee apply for striking off?

Answer:  Yes, it can. The procedures are same as when submitting a striking off application for a company limited by share. The only difference is that the company which is limited by guarantee must submit the last set of audited accounts while submitting the online application for striking off

I want to strike off a company limited by guarantee. Do I need to attach the last set of audited accounts when I submit the application?

Answer:  Yes

Can I submit unaudited accounts together with my application to strike off a company limited by guarantee?

Answer:  No. The accounts must be audited.