Incorporating a company in Singapore is straightforward, but the compliance obligations that follow often catch first-time directors off guard. Questions about registered offices, resident directors, company secretaries, and annual filings arrive in our inbox every week. This FAQ addresses the most common ACRA compliance matters for newly incorporated companies under the Companies Act 1967. The answers are concise, but we have kept them complete enough to guide your next steps.
Registered Office Requirements
What is a registered office, and can it be a residential address?
Every Singapore company must have a registered office in Singapore that is open and accessible to the public during ordinary business hours. Under Section 142 of the Companies Act, the office must be a physical address in Singapore. A P.O. box is not acceptable.
A residential address can be used only if the company has obtained approval under the Home Office Scheme from the Urban Redevelopment Authority (URA) or, for HDB premises, from HDB. For most startups, a commercial registered office address service is the simpler route.
When must the registered office be open?
The registered office must be open to the public for at least three hours during ordinary business hours on each business day. This requirement ensures that shareholders, regulators, and other stakeholders can reach the company by post or in person.
What happens if we change our registered office address?
You must notify ACRA within 14 days of the change by lodging a Notice of Change of Registered Office Address via BizFile+. The new address only takes effect from the date of filing, so plan your lodgement before moving operations.
Company Secretary Appointment
Does every company need a company secretary?
Yes. Section 171 of the Companies Act requires every company to appoint a qualified company secretary. The secretary must be a natural person who is ordinarily resident in Singapore. The sole director of a company cannot act as the company secretary.
What is the deadline for appointing a company secretary?
A company must appoint a secretary within six months from the date of its incorporation. For companies with only one director, the appointment is especially important because the same person cannot fill both roles. Delays beyond six months can result in penalties.
Director Residency Requirements
Does every Singapore company need a local resident director?
Yes. Section 145 of the Companies Act requires every company to have at least one director who is ordinarily resident in Singapore. A Singapore citizen, permanent resident, or an EntrePass, Employment Pass, or Dependant Pass holder with a local residential address will generally satisfy this requirement.
Can a foreign founder be the only director?
No. A foreign founder can serve as a director, but the company must still have at least one locally resident director at all times. Many foreign-owned startups address this by appointing a nominee resident director or by relocating a founder to Singapore under an Employment Pass.
Annual Returns and BizFile+ Filings
When is the annual return due?
Under Section 197 of the Companies Act, a company must file its annual return with ACRA within seven months after the end of its financial year. For example, if your financial year ends on 31 December, the annual return is due by 31 July of the following year. The return is lodged through ACRA's BizFile+ portal.
Do I need to file anything when directors change?
Yes. Any appointment, resignation, or change in particulars of a director or chief executive officer must be filed with ACRA within 14 days of the change. This is done through BizFile+ and is a strict compliance requirement.
What about changes to share capital?
Any increase, reduction, or alteration of share capital must be reflected in the company's register of members and reported to ACRA as required. Share issuances and transfers should also be documented through board resolutions and properly recorded so that the company's BizFile+ profile remains accurate.
Auditor Appointment and Small Company Exemption
When must a company appoint an auditor?
Unless exempted, a company must appoint an auditor within three months after incorporation. The auditor's role is to report on whether the company's financial statements give a true and fair view.
What is the small company exemption?
A private company qualifies as a small company and is exempt from audit if it meets at least two of the following three criteria for each of the two preceding consecutive financial years:
- Annual revenue of S$10 million or less;
- Total assets of S$10 million or less at the end of the financial year;
- No more than 50 employees at the end of the financial year.
Does a newly incorporated company automatically qualify?
A company is treated as a small company from its first financial year if it is a private company and meets the qualifying criteria in that financial year. Even if exempted from audit, the company must still maintain proper accounting records and prepare financial statements that comply with the Companies Act.
Key Takeaways for Founders
- Maintain a Singapore registered office that is open to the public for at least three hours each business day.
- Appoint a qualified local resident company secretary within six months of incorporation.
- Keep at least one ordinarily resident director on the board at all times.
- File annual returns within seven months of your financial year end, and report director changes within 14 days.
- Assess whether you qualify for the small company audit exemption, but do not skip proper bookkeeping regardless of exemption status.
Getting the basics right in the first 12 months sets the tone for your company's governance record. If you are unsure whether your current setup satisfies ACRA's requirements, we recommend reviewing your filings and corporate records with a qualified corporate secretary or advisor before your first annual return deadline.
For further reading, refer directly to ACRA's BizFile+ portal and the Companies Act 1967 for the full text of the relevant provisions. For tailored support with ongoing compliance, Lansoln's corporate secretarial team works with founders to keep filings accurate and on time.
