Search for answers on the most commonly fielded questions regarding business in Singapore, such as incorporation, annual compliance, visa requirements and more.

Singapore Company Setup questions and answer

Singapore Company Setup questions and answer

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 .

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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)

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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.

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.

Employment Pass Renewal?

Answer:

Ministry of Manpower will mail an Employment Pass Renewal Form to your employer’s address two months before your EP expired. You should submit the renewal application four weeks prior to the expiration of your EP. Once approved, the new pass is ready to be picked up at the Ministry of Manpower and your employer will receive a letter of notification.

When Singapore company must hold its Annual General Meeting or AGM?

Answer:

Singapore company is required to hold its first AGM within 18 months from the date of incorporation. Subsequent Singapore Company’s Annual General meeting or AGM must be held every calendar year. However the interval between such AGMs must NOT be more than 15 months. Please seek professional advice from your Paul Hype Page & Co, ACRA  Certified Public Accounting Firm.

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.

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).

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.

I am an EntrePass holder. Can I register a business/set up a company?

Answer: 

Yes

I have an Approval-in-Principle EntrePass. Can I register a business/set up a company?

Answer:

Yes

 I am an S Pass holder. Can I register a business/set up a company?

Answer:

An S Pass is not an Employment Pass. Please check the terms and conditions of your S Pass. If unsure, you should consult Ministry of Manpower.

I have an Approval-in-Principle S Pass. Can I register a business/set up a company/be a shareholder?

Answer:

An S Pass is not an Employment Pass. Please go through the terms and conditions of your S Pass exhaustively. If still unsure, you should consult the Ministry of Manpower.

Is there any stipulation of age for the person to be appointed as a Company Director?

Answer:

Yes, the company director must be at least 18 years old (with effect from 1 March 2009) at the time of appointment.

Is there an age limit to incorporate a company?

Answer:

Yes, the applicant must be at least 18 years old (with effect from 1 March 2009).

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.

What is the difference between Exempt/Deemed Exempt Private Company” and “Gazetted Exempt Private Company”?

Answer:

Exempt/Deemed Exempt Private Company means any Exempt Private Company that has less than 20 members, none of them corporate. The status is not specially conferred, it is simply a status by operation of law (ie, definition in section 4). Gazetted Exempt Private Company, on the other hand, are governement-owned companies which to qualify as Exempt Private Company, must be so declared by the Minister in the Gazette, hence the name. Please refer to section 4 “exempt private company” for the definition which shows a clear demarcation between the two.

Do I need to file any transaction to notify ACRA if the building name in my registered entitys address has been changed?

Answer:

No. ACRA will automatically update the change once we receive the information from SingPost.

Who will be notified of the building name change?

Answer: 

Local directors, owners, partners and agents of foreign companies will be notified of the new building name via email or SMS, provided, they have already given us their email address/Singapore local mobile numbers before.

When will the information of the new building name be updated?

Answer:

The new building name will be updated monthly and within 1 week upon receiving the information from SingPost. The monthly information provided by SingPost will consist of changes from the 11th of the previous month till the 10th day of the current month. Any change of building name after the 10th of each month will be reflected in the following month’s update.

How do I update my paid-up capital via Bizfile?

Answer: 

You may update the paid-up capital in the Annual Return para 6 (vi) under “Calls”. Information will be updated after filing of the Annual Return. You may also update in the “Notice to Update Paid Up Capital” transaction before filing of the Annual Return.

How do I update my new shares?

Answer:

Please update in the ‘Return of Allotment of Shares’ transaction and complete the details under the necessary columns.

How can I change the address of a private limited company’s shareholder?

Answer:

Please submit the Notice by Local Company of Transfer of Shares/List of Shareholders transaction.

Is there a time limit for filing of ‘Transfer of Share/List of Shareholders’ with ACRA?

Answer:

No, there is no time limit for the filing as long as it is done before filing of Annual Return.

What is the procedure to buy or sell the shares?

Answer:

The procedure of buying and selling shares is an internal management issue as it varies from company to company. In regard to this, please seek professional advice.

How do I change the description of the SSIC code indicated in our ‘New Local Company Name Application’?

Answer: 

Please proceed to Local Company Transactions —->Changes to Local Company —->Change in Company Activity/SSIC Code to be reflected in Business Profile and update accordingly.

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.

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.

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.

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.

If the liabilities in the accounts are more than 6 years or statute-barred by the Limitation Act, what documents are to be submitted by the company?

Answer: 

A letter from the auditor or a lawyer confirming that these liabilities are statute-barred by the Limitation Act has to be attached in pdf format together with the striking off application submitted on-line.

What does a foreigner have to do if he wants to register a business firm in Singapore?

Answer:

A foreigner needs to apply for an Approval-In-Principle EntrePass if the foreigner wants to register a business and act as a local manager of the business firm. The foreigner must also have a Singapore residential address in the above cases. After obtaining the AIP-EP, the foreigner will have to approach a professional firm or a service bureau for submitting the BizFile transaction on his behalf to register a new business.

I am a Singapore Permanent Resident. Do I need to apply for AIP EP before registering a business in Singapore?

Answer: 

No, Permanent Residents can register a business without an Employment Pass.

If I am holding a valid EntrePass (EP) for the company that currently employs me and at the same time, wish to start my own business without resigning from my present job, must I cancel my existing EP before applying for AIP EP?

Answer:

No, you need not cancel your existing EP. Rather, you should apply for AIP EP along with a letter of no objection from your current employer. Your AIP EP will be treated as an application for an additional EntrePass to work for another company.

If I am holding a valid EntrePass for the company that currently employs me but wish to leave the current post to start my own business venture, must I cancel my existing EP before applying for AIP EP?

Answer: 

Yes, you will need to cancel your existing EntrePass before applying for AIP EP.

What is an EntrePass?

Answer:

Work pass

I have a Dependent’s Pass. Can I set up a business?

Answer:

Yes. However you are required to apply for a Letter of Consent (LOC) from the Ministry of Manpower.

Can I use my friend’s home address as my business address?

Answer: 

No.

Can I use a PO Box address as my business address?

Answer: 

No, P.O.Box address is not allowed to be used as the business address.

Can I use PO Box No. for my business address?

Answer: 

No.

Can I use my residential address as my business address?

Answer: 

With effect from 10 Jun 2003, all homeowners will be allowed to conduct small-scale businesses in their homes under the Home Office Scheme. The scheme will apply to both private and HDB properties.

What if the business is dormant, am I required to inform ACRA?

Answer: 

If you wish to keep the business registration, you must renew the registration annually; otherwise you must take steps to close the business.

Do I need to print my business name and registration number on the invoice, etc?

Answer: 

Every business firm must print i’ts full registered business name and the Registration Number on every letterhead, invoice, bill and other documents used for purposes of its business.

I am an EntrePass holder. Can I register a business?

Answer:

 Yes.

I am an S Pass holder. Can I register a business?

Answer:

An S Pass is not an EntrePass. Please check the terms and conditions of your S Pass. If unsure, you should consult Ministry of Manpower (MOM).

I have an Approval-in-Principle Entrepass. Can I register a business?

Answer:

Yes.

What are the changes that I can file online?

Answer:

They include the change in the Business Name, Business Activity, Principal Place of Business, Branches, Entry/Withdrawal of Owner/Manager, Change in personal particulars of Owner/Manager & Termination or Cessation of Business.

Can one owner file all changes in the business?

Answer:

Most changes can be filed online by any one owner who can access it thru his SingPass. They include change in Business name, Business Activity, Principal place of business,Branches & Cessation of Business. Changes such as Entry/Withdrawal of owner, Entry of new manager, Termination of business will require other partners to complete the online filing by endorsement using their own SingPass. If it is a change in personal particulars of one owner such as email address, handphone number, residential address or change in his or her personal name (such as taken up a deed poll to give up the previous personal name), it can be filed by that owner only.

Can I file more than one changes in my business registration & what’s the fee like?

Answer:

Yes, you can file more than 1 changes. You will need to save up successfully the respective changes before you proceed to do the next one. After you have completed all the necessary changes, you will need to click the “submit” button & proceed with the payment. The fee for all changes will be $20, except the change in business name which is $35

When does ACRA send the cancellation notices?

Answer: 

The cancellation notices are sent when the business registration has expired and has not been renewed. The notices are usually sent about 2 – 3 months after the expiry date.

I have received a cancellation notice from ACRA but have no intention to renew my business registration. Do I need to notify ACRA or take any further action?

Answer:

We sent the cancellation notice because our records show that the business registration has expired and has not been renewed. We are therefore assuming that the business is dormant and that the owner has no intention to carry on business. We will proceed to cancel the business registration once the grace period of one month (given in the cancellation notice) expires. There is no further action required on your part.

What should I do if I receive the cancellation notice and I do not wish to continue my business?

Answer:

ACRA will automatically cancel the business registration one month after the expiry of the cancellation notice. There is no further action required on your part.

I received a Cancellation Notice and wish to renew the business registration. Is this possible?

Answer:

Yes. Please log into www.bizfile.gov.sg using your ID No and SingPass to renew your business registration. A penalty will be imposed for late renewal.

My business has been cancelled. How can I revive it?

Answer:

The business registration has been cancelled and the Registrar is unable to reinstate the business as there is no provision in the Business Registration Act empowering the Registrar to do so. You may choose to register a new business using the same name. The fee payable is $65. On the other hand, you may choose to submit an appeal to the Minister of Finance through ACRA for the reinstatement of the business registration. You will have to send your appeal in writing (setting out the grounds for the appeal) and pay an appeal fee of $50 via cheque made payable to ACRA. This letter is to be addressed to the Registrar, ACRA.

How do I close my business?

Answer:

If you no longer intend to continue with your business and have decided to close it, there are 2 ways in which you can close the business; you may choose to file a Notice of Termination or a Notice of Cessation. There are some differences between terminating a business and submitting a notice of cessation, which are given in the following: 1. When you file the notice of termination online, you have to pay a filing fee of $20. However there is no fee payable for filing the notice of cessation. 2. Termination requires the endorsement (consent) of all the partners but cessation can be filed by any one partner. 3. The date of termination can be decided by the owners and it has to be a date before the date of expiry of the business registration. However the date of cessation is the date of expiry of the business registration and cannot be changed to another date. If you are able to wait until the expiry of the business registration and then close the business, we would advise you to submit a notice of cessation. However, if for any reason, you need to close the business immediately, then you will have to submit the notice of termination online and pay the filing fee of $20.

I do not wish to carry on business. How can I close my business firm?

Answer:

You can choose to terminate the business or submit a notice of cessation. Both transactions must be lodged online via www.bizfile.gov.sg.

What is the difference between termination and cessation of business?

Answer:

Termination carries a $20 filing fee whilst the notice of cessation is free of charge. Termination can be done anytime before the expiry of the business registration but cessation can only be filed after the expiry of the business registration. Termination needs the consent of all the partners but the notice of cessation can be submitted by any one partner.

I do not wish to carry on business after the expiry of the business registration. What can I do to close the business?

Answer:

You can submit a notice of cessation online via www.bizfile.gov.sg. There is no fee payable.

My business registration has expired and I have received a cancellation notice from ACRA. I do not wish to carry on business. What should I do?

Answer:

You need not do anything. ACRA will cancel the business registration when the grace period given in the cancellation notice expires.

My business registration has expired. Will ACRA cancel the business?

Answer:

Yes. We will send you a cancellation notice giving you a grace period of one month to renew the business registration. If you fail to do so, we will cancel the business registration.

I have terminated the business online and paid the filing fee of $20. Why does the business profile show that the business is still live?

Answer:

One possible reason is that the other partners of the business firm have not logged into the system using their ID No and SingPass to endorse or consent to the transaction. Please advise them to attend to this matter immediately so that the status of the business firm can be updated accordingly.

I terminated my business registration by mistake. Can I undo the termination?

Answer:

No. You may choose to register a new business using the same name as the previous business. This is on condition that the partners of the new business were also the partners of the previous business.

I want to close my business. Do I need to secure the consent of my partners?

Answer:

For termination, you need the consent of all the partners. For cessation of business, no such consent is required.

I want to close the business but cannot locate my partners. How can I close the business?

Answer:

If you are terminating the business, you can make an online declaration setting out the reasons why you are unable to contact the partners. You may choose to file a notice of cessation which does not require the consent of the partners.

What is the fee for terminating a business?

Answer:

For terminating the business, the fee is $20.

What is the fee for filing a notice of cessation?

Answer:

There is no fee payable. This service is free of charge.

I have terminated my business. Can I register a new business using the same name?

Answer:

Yes; provided the partners of the new business were also the partners of the previous business.

ACRA has cancelled my business registration. Can I still carry on business?

Answer:

No. It is an offense to carry on business once the registration has been cancelled. If you want to carry on business, please register a new business using the same name as the previous business; provided the partners of the new business were also the partners of the previous business.

I have terminated the business. Will ACRA inform the other agencies?

Answer:

No. It is the responsibility of the business owner to notify the other agencies accordingly.

I want to close the business but my partners do not agree. What can I do?

Answer:

You can choose to withdraw as a partner of the business firm and leave your other partners to carry on with the business. However, all the other partners need to consent to your withdrawal from the firm

Why does ACRA send so many copies of the cancellation notice by registered post?

Answer:

We want to ensure that it is brought to the attention of the business firm and its owner(s) and manager(s) that we are going to take action to cancel the registration of the firm.

I have received the cancellation notice and need more time to renew. Can I apply for an extension?

Answer:

Yes. You may call us at 62486028 or drop us an email at www.acra.gov.sg/askacra. We will extend the deadline for you. Please contact us before the expiry of the grace period in the cancellation notice.

My business registration has been cancelled. Can ACRA reinstate the business to live?

Answer:

No. The Registrar has no power to reinstate the business to live. We would advise you to register a new business using the same name. This is on condition that the owners of the new business were the owners of the previous business.

If my business registration is cancelled and I register a new business, do I retain the same registration number and the date of registration?

Answer:

No. You will be issued with a new registration number and the date of registration will be the date you pay the registration fee to register the new business.

If I am issued with a new registration number, how will I convince the other agencies that it is the same business firm?

Answer:

You have to purchase the business profiles of both the old and the new entity and produce it as proof to these agencies.

I want to do business with a business firm. However the status is shown as registration expired and has not been renewed. What does this mean?

Answer:

It means that the firms business registration has expired but the owner has not taken steps to renew the business registration.

Does ACRA have the power to cancel my business registration?

Answer:

Yes. Section 15(5) of the Business Registration Act empowers the Registrar to cancel the business registration if the firm is not carrying on business.

Will ACRA notify me once the business is cancelled?

Answer:

No. You may purchase a business profile to check on the status of the business firm.

I have received a cancellation notice. Can I renew the registration without paying my Medisave with the CPF Board?

Answer:

No. You will have to settle your Medisave first and then renew the business registration. If you need more time to attend to this matter, please call us at 62486028 or drop us an email at www.acra.gov.sg/askacra. We will extend the deadline for you. Please contact us before the expiry of the grace period in the cancellation notice.

How do I terminate my business firm?

Answer:

Please submit an online transaction via www.bizfile.gov.sg. The fee payable is $20. Termination requires the consent of all the partners (if the business firm is a partnership) and the partners have to log into the system using their individual ID and SingPass to endorse the transaction to terminate the business. Once everyone has endorsed, the status of the business will be updated as terminated.

How to cease my business firm?

Answer:

Please submit an online transaction via www.bizfile.gov.sg after the expiry date of the business registration. There is no fee payable for this transaction. The date of cessation will be the date of expiry of the business registration.

Do the partners need to endorse the transaction to cease business?

Answer:

No endorsement is required for cessation of business. Endorsement is only required for termination of business.

Why do I have to pay for termination when the filing of the notice of cessation is free of charge?

Answer:

Termination is a voluntary act by the owner to close the business firm. The owner can choose any date of termination but the date must be before the date of expiry of business registration. Cessation on the other hand is a decision by the owner not to carry on business after the business registration has expired. The owner cannot choose the date of cessation. It is defaulted to the date of expiry of business registration. This is why there is no filing fee for submitting the notice of cessation.

Can I postdate the termination date?

Answer:

No. You cannot postdate the termination date unless you are planning to terminate the business and incorporate a company (private limited) using the same name.

When can I file for notice of cessation?

Answer:

You can file the notice of cessation after the date of expiry of the business registration.

If there is a disagreement between the business partners and none of them wants to terminate or cease the business, what can I do?

Answer:

Under such circumstances, it is advised that you seek legal advice on what should be the best course to protect your interests in the business firm.

I am unable to terminate my business on the business expiry date. What should I do?

Answer:

Please file a notice of cessation online. There is no filing fee payable for submitting this online form.

 I have received a cancellation notice from ACRA. What should I do?

Answer:

If you want to renew the business registration, you will log into www.bizfile.gov.sg to renew the business registration. In addition to the renewal fee of $20, you will also have to pay a penalty for late renewal.

How long can I postdate the termination date if I want to terminate the business and incorporate a company?

Answer:

You can postdate up to 6 months.

Can I postdate the termination date to a date after the expiry of the business registration?

Answer:

No.

Do I still need to renew my business registration if the renewal date falls within the post-dated termination?

Answer:

Yes.

Is there any implication if I allow my business registration to be cancelled by ACRA without taking step to terminate or cease my business?

Answer:

No, there are no implications.

If there is a disagreement between the business partners and none of them wants to terminate or cease the business, what can I do?

Answer:

Under such circumstances, it is advised that you seek legal advice on what should be the best course to protect your interests in the business firm.

I am the manager of the business firm. Can I terminate the business?

Answer:

No. Only the owner can terminate the business.

Do I need to inform IRAS that my business is terminated?

Answer:

Yes.

Will I be black listed if my business registration is cancelled by ACRA?

Answer:

No.

Can a local manager terminate the business on the behalf of the owner who is a foreigner?

Answer:

No. If the foreigner wants to terminate the business, he has to engage the services of a professional firm or service bureau to assist in the termination of the business.

What happens if I do not renew the business registration?

Answer:

We will send you a cancellation notice and then proceed with cancellation if the registration is still not renewed.

My partner wants to withdraw from the business. What should I do?

Answer: