Please enable JavaScript.
Coggle requires JavaScript to display documents.
Limited Liability Company (LLC) (Annual Filing Requirement (Annual General…
Limited Liability Company (LLC)
Members
Directors
Appointment of Directors
At least one resident director
Must be at least 18 years old and of sound mental capacity
Must not be bankrupt or convicted of any malpractice in the past
Must be a ‘natural person’
Duties and Responsibilities of Directors
• In charge of hiring executive officers, general managers and assessing the strategy of the business as well as monitoring and controlling the corporation
• Main purpose is to meet the appropriate interests of its shareholders and stakeholders.
• Responsibilities include; establishing the vision, mission and values; setting strategy and structure of the Company and delegating their duties to management.
• The company secretary is appointed by the directors.
• Directors need to comply with the statutory duties and common law duties.
Statutory duties: Section 157(1), Section 157(2), Section 156(1)
• Common law duties: duty to avoid conflicts of interest, duty to exercise powers for proper purposes
Shareholders
Non-voting ordinary shares
Redeemable shares
Deferred ordinary shares
Preference shares
Ordinary shares
Cumulative preference shares
Redeemable preference shares
Company Secretary
Must appoint a qualified company secretary within 6 months of its incorporation
Must be a natural person who is ordinarily resident in Singapore
Company Secretary can be director or shareholder, unless it is in case of a sole director/shareholder
Types of LLC
Private Limited Company
Shares are held by less than 50 persons and are not available to general public
Public Company Limited by Guarantee
Non-profit entity
Public Limited Company
Must have at least 50 shareholders and is subject to significantly more stringent rules and regulations since they have the power to raise funds from the public
Registration Process
Considerations for foreigners
To have at least one local director if the foreign entity merely wants to incorporate a private limited company but have no plans to relocate to Singapore
With plans to relocate to Singapore to operate the company, the individual is required to obtain an Employment Pass or Entrepreneur Pass type of work pass. With a work permit, the foreign individual can act as the local resident director of your company.
Must engage a professional firm to register a Singapore company.
All Singapore company incorporation formalities can be handled without having to visit Singapore. The only exception may be opening a bank account, depending on the bank you choose.
PROMOTER
The duties of a promoter, thus, are to be found in the common law, not in the Companies Act.
Use his power in a reasonable and honest way
Need to ensure that there is no conflict of interest between him and the company he is assisting to incorporate
He cannot make a secret profit in helping to incorporate the company
Promoter may also need to negotiate the initial contracts necessary to get the company incorporated
Cannot make additional money for himself by incorporating a company to satisfy the needs of a few people against others.
Promotors jobs includes finding a director for the company, deciding on the constitution of the company, arranging for the preparation, drafting and registration of relevant documents.
Before the company is incorporated, the promoter is the one who has absolute power.
Steps in Registration process
Step 1 Name Reservation
Name approval Fee $15
Name must be in accordance to S27 CA
Must not be a name that is reserved
Must not be undesirable
Proposed name must be approved.
Must not be identical to the name of any other company
Must not be a name that the Minister has directed the Registrar not to accept for registration
An approved name will be reserved for 60 days from date of application
Step 2 Registration of the entity Fee $300
Incorporation documents to be signed by the directors and shareholders of the new company.
Must provide a local Singapore address as a registered address of the company. The registered address must be a physical address.
Documents Needed
Documents required by ACRA
Company Name
Brief Description of Business Activities
Shareholders' Particulars
Directors' Particulars
Registered Address
Company Secretary Particulars
Constitution
Documents required by incorporation service firm
Singapore residents
Copy of Singapore identity card
Non-Singapore residents
Copy of passport
Overseas residential address proof
Other Know-Your-Client (KYC) information such as a bank reference letter, personal and business profile, etc.
Corporate entity
Copy of registration documents such as Certificate of Incorporation and Constitution
Step 3 Documents issued after registration
Certificate of Incorporation
official email notification with the company registration number
Company Business Profile
Incorporation date
Principal activities
Previous names for the company, if any
Paid-up capital
Company name and registration number
Registered office address
Shareholders details
Directors details
Company Secretary details
Other items
Share register indicating shares allotted to each of the shareholders
Company seal for the company
Share certificates for each of the shareholders
A rubber stamp for the company
Step 4: Opening a Corporate Bank Account
Banks require the account signatories and majority directors be physically present in Singapore for paperwork signing at the time of opening the company bank account.
4.2 Documents required by bank
Certified True Copy of Resolution sanctioning the opening of the account and the signatories to the account
Certified True Copies of Passport
Signatories
Residential Address Proof of the Directors
Ultimate Beneficiary Owners.
To be signed by authorized signatories as per the board resolution
Completed Corporate Account Opening Forms
To be prepared by company secretary
Board of Directors Resolution sanctioning the opening of the account and the signatories to the account
To be certified by the company secretary or one of the directors
Certified True Copy of Company’s Business Profile from Company Registrar
Certified True Copy of Company’s Memorandum and Articles of Association (MAA)
Certified True Copy of Certificate of Incorporation
Step 5: Apply for Business Licenses (not applicable to all)
Companies are required to obtain relevant business licenses (if any) to commence the business operation.
Step 6: Goods and Service tax (GST) registration (not applicable to all)
Company with their projected annual revenue
exceeding SGD 1 million
must register for GST. (aka VAT or sales tax)
Companies will need to charge their clients 7% of GST and remit this amount to the tax authorities.
Annual Filing Requirement
Financial Statements
Preparation of FS
Required to prepare annual financial statements in accordance with Financial Reporting Standards of Singapore (FRS)
Financial statements
Statement of Financial Position
Cash Flow Statement
Statement of Comprehensive Income
Statement of Changes in Equity.
Filing of Estimated Chargeable Income (ECI)
Required to declare the revenue amount and Estimated Chargeable Income (ECI) by filing the ECI form with Inland Revenue Authority of Singapore (IRAS)
Audit of Financial Statement
Need to be audited if company meets any 2 of the 3 conditions
Total assets exceeding S$10 million
Has more than 50 employees
Total annual revenue exceeding S$10 million
Annual General Meeting (AGM)
No more than 15 months may elapse between subsequent AGMs
Accounts presented at the AGM shall be made up to a date not more than 6 months before the AGM
The first AGM must be held within 18 months of its incorporation
Private companies are allowed to dispense with AGMs if at a general meeting of the company a resolution to that effect is passed by all members with voting rights
Filing of Annual Tax Return with IRAS
Annual tax return to be filed with IRAS by November 30
Directors of the company are responsible and accountable for complying with the annual filing requirements.
Failure to comply with the statutory compliance requirements is an offence and may result in fines or prosecution.
Circumstance when the company can be terminated
Judicial Management
Creditors’ Voluntary Winding up
Receivership
Compulsory Winding up