Corporate secretarial compliance in Singapore: Setting your Private Limited Company up for success

As the corporate landscape continues to evolve, privately held businesses face increasingly complex governance and regulatory requirements. Companies that proactively manage their compliance obligations are often better positioned to enhance performance, strengthen internal controls and streamline operational processes - particularly when supported by professional corporate secretarial services and compliance advisory expertise.

If you are considering incorporating a Private Limited Company, the following key considerations can help establish a strong foundation for long-term success.

1. What are some of the key requirements to set up a Private Limited company in Singapore?

The five key requirements to set up a Private Limited Company in Singapore are as follows:

• At least one resident director who is a Singapore Citizen or Singapore Permanent Resident
• At least one Shareholder with no local shareholding requirement (i.e., can be 100% foreign owned) and the shareholder can be foreign individual or corporation)
• Someone to act as your Company Secretary
• Initial paid-up capital of at least SGD1.00
• A registered office address in Singapore

2. What are the Annual Filing Obligations of a Private Limited Company?

Unless exempted/dispensed, a Private Limited Company is required to hold its annual general meeting to present the financial statements for the concerned financial year to its member(s).

The Annual General Meeting is held within six months from the financial year end and the annual return together with the financial statements in XBRL format (unless exempted) should be filed with ACRA within seven months from the financial year end.

For a better understanding of timelines, documentation requirements and common filing considerations, companies may refer to an annual return filing guide to ensure full compliance with ACRA’s regulations.

3. What kind of audit requirements does a Private Limited Company have?

A Private Limited Company that qualifies as a “small company” may be exempted from the audit  requirement to have its financial statements audited annually.

To qualify, the Private Limited Company must meet at least two out of the following three quantitative criteria for the immediate past two consecutive financial years:

• Total annual revenue does not exceed S$10 million;
• Total assets at the end of the financial year do not exceed S$10 million; or
• The number of full-time employees at the end of the financial year does not exceed 50.

The assessment criteria differ for newly incorporated companies and existing companies. Contact us to determine whether your company qualifies for the audit exemption and to ensure ongoing compliance with regulatory requirements.

4. How do you maintain the Register of Registrable Controllers (RORC) as a Private Limited Company?

(i) Unless exempted, all Private Limited Companies must keep a Register of Registrable Controller (“RORC”) starting on the date of the company’s incorporation.

On an annual basis, you must minimally send out a RORC notice to each member and each director.

(ii) A director who is a nominee on the date of incorporation must inform the Company and provide the particulars of the person for whom the director is a nominee on that day.

(iii) A shareholder who is a nominee on the date of incorporation must inform the company and provide to the company prescribed particulars of the person for whom the shareholder is a nominee on that day.

5. Have you heard about the CorpPass Administration?

CorpPass is a corporate digital identity for businesses and other entities (such as non-profit organisations and associations) to transact with Government agencies online. CorpPass is now the only login method for online corporate transactions with over 250 government services and therefore is needed for every Singapore company.

You will have to appoint a CorpPass Administrator to manage your CorpPass account which includes creation of users/sub-admins at your requests, assignment of the relevant government access to the relevant users, termination of users etc.

6. Private Limited Companies are no longer required to use a common seal in Singapore

A Private Limited Company is no longer required to use the common seal in the execution of documents as a deed. Under the Singapore Companies Act, a company may execute a deed without a common seal by signature::

• A director and the company secretary:
• Two directors of a company; or
• A director of a company in the presence of a witness who attests the signature.

However, you are still encouraged to adopt a common seal as your counterparties in certain jurisdiction may want some important documents to be under seal for added layer of assurance.

7. What requires the Board’s approval in Singapore?

These are some common matters requiring the Board’s approval in Singapore. The decisions can be approved via circularised board resolutions or physical board meetings.

• Appointment of additional director(s)
• Appointment of company secretary
• Appointment of first auditors
• Opening of bank account(s) and bank related matters
• Execution of material agreements/contracts
• Transfer of shares
• Allotment of shares
• Change of registered office address

8. When are Member/Shareholder approvals required?

These are some common matters requiring the Member’s/Shareholder’s approval in Singapore. The decision can be approved via circularised member’s resolutions or general meetings.

• Change of Company Name
• Amendments to the Constitution
• Authority to issue shares
• Share Buy Back
• Capital Reduction
• Change of Auditors
• Removal of Directors
• Disposal of the whole or substantially the whole of the company’s undertaking or property.

How can we help

Keeping up with regulatory, legal and corporate governance requirements can be complex and time-consuming. At Forvis Mazars in Singapore, our dedicated outsourcing team supports businesses in managing key compliance obligations efficiently, allowing your team to focus on strategic priorities and business growth.

To learn  more about incorporating a Private Limited Company and understanding the      ongoing compliance requirements, get in touch with us today.