What’s Next After Incorporation? 12 Things To Do

Congratulations! You've taken a leap of faith to incorporate a company in Singapore. What next? Here are the things you must do next to kickstart your business operations within 1 year of setting up your company, so we recommend you bookmark this article.

The steps below are not arranged in chronological order and can be carried out consecutively.

Within the first 6 months

1. Choose your company's Financial Year End for your New Company

You will have to file annual reports with the Accounting and Corporate Regulatory Authority (ACRA) and IRAS, depending on your Financial Year End (FYE) -- the deadline you’re required to report your company’s annual performance to the authorities.

This date can be any date, with some of the most popular choices being 31 March, 30 June, 30 September or 31 December.

You can choose this date for yourself, but take into consideration that the FYE you decide on will affect the date of the following tasks:

• filing of Estimated Chargeable Income (ECI),
• submission of Annual reports,
• holding the Annual General Meeting.

When you incorporate with us, you will choose your FYE on the same day. We will advise you on the best FYE to suit your business.

2. Appoint an Auditor

Who is an auditor?

An auditor is a public accountant or an ACRA-approved accounting company, responsible for your company’s reporting standards.  

If applicable to your business, you will have to appoint your auditor within three months of the company’s incorporation.

You don’t have to appoint an auditor if:

• Your company's total annual revenue does not exceed S$10 million
• Your company's total assets for the FYE does not exceed S$10 million
• The number of full-time employees you have at the FYE does not exceed 50

Most startups do not have to complete this step since they typically meet all of the above three conditions. This also means that most startups do not have to perform an annual audit.

By when?

Within your first 3 months of setting up your company

3. Appoint a Corporate Secretary

Who is a corporate secretary?

This person is responsible for the administrative duties like drafting and informing the authorities of changes in your company name, structure, or directors. They will also file documents that the Singapore government needs from you. The company secretary is also in charge of informing directors and shareholders when the annual filing and Annual General Meeting (AGM) has to happen.

By when?

No later than 6 months after the company incorporation.

Who can be a corporate secretary?

1. If your company only has a director, this director cannot undertake the role of a company secretary.
2. The company secretary has to be a natural person residing in Singapore
3. They need to be a member of one of Singapore's three public accounting bodies — Institute of Singapore Chartered Accountants (ISCA), ACCA (Association of Chartered Certified Accountants) or CPA Australia — or have been a company secretary at another firm for three of the last five years.

If your company secretary resigns, your company has another 6 months to replace this position.

Read more:
What are the responsibilities of a corporate secretary?

4. Issue share certificates

What’s that?

The Share Certificate is a legally-binding document to certify a shareholder’s ownership in a company’s number of shares. It can be issued under the company seal or without the common seal.

You’ll need to keep track of how many shares you have issued out in total, and of that, how many are given to your shareholders, and how many are kept by your company. You’ll need this for financing purposes in the future.

How do I issue it?

If you’re issuing it without the common seal, then you will need to authorise it by getting the document signed by

• 2 of your directors OR
• 1 director and your company secretary OR
• 1 director in the presence of a witness

5. Set up your statutory books

What’s that?

Statutory books hold your company’s legal records and should be kept at your registered office in Singapore. This is a public document that can be requested by the authorities at any time, so they have to be updated frequently in case an officer from IRAS or ACRA comes down to inspect.

What information should be in the statutory books?

Your company’s statutory books should have these information:

1. Updated information about company officers including your directors, auditors and secretaries. The information should also include the date of appointments and resignations.
2. A record of your shareholders, including the number of shares they own and information of any share transfers
3. Details outlining fixed or floating charges and debenture utilised to secure any loan by the company
4. Meeting minutes and resolutions from the Annual General Meetings

Your company secretary has the duty to create and maintain the company’s statutory books.

6. Set up your accounting system

From the very first day of your company’s incorporation, it is crucial to keep track of every expense and income. This helps you to stay informed of the company’s financial situation and your business’s profitability, as well as adhering to the country’s tax regulations.

Since it is mandated by law to keep your accounting books up-to-date using the Singapore Accounting Standards, make sure you stay on top of things to avoid being charged with tax evasion penalties.

7. Get your business license

Check if you need to get a business license for your company.

If your company is any of the following types, you’ll need to apply for a licence:

• travel agencies
• employment agencies
• financial services
• educational institutes
• companies importing or exporting goods
• restaurants

Read more:
5 Steps to having your own Employment Agency

8. Start your corporate bank account

Bank statements are crucial for your company’s annual financial reports.

To start your corporate bank account, pick a reliable bank such as OCBC. When you open a company with us, we can help you open your corporate bank account on the same day with our partner, Aspire. Aspire helps you open an account 100% online, and within 5 minutes.

How to open a corporate bank account?

Simply prepare a certificate of your company’s incorporation, as well as the company’s Constitution (we help you with these when you register your company with us), proof of identity from beneficiaries and a board resolution to sanction the opening of the corporate account.

Most banks in Singapore will also need the physical presence of the account’s signatories and at least 2 company’s directors or 1 director and 1 secretary when the corporate bank account is opened. However, when you open a company with us, everything is done digitally so you can open your company and an account from anywhere in the world remotely.

Once your business bank account has been successfully set up, your shareholders must deposit their investment share capital.

Read more:
How to open a corporate bank account in Singapore

Within the next 12 months, and annually

9. File Estimated Chargeable Income (ECI) with IRAS

What is an Estimated Chargeable Income?

The Estimated Chargeable Income (ECI) is your company’s taxable income after deducting all tax-allowable expenses. In addition, you or your accountant, are required to state your company revenue in your ECI form.

If your declared income is lesser than in ECI and results in a lower tax payable, IRAS will refund you the taxes. However, if your declared income is more than what was stated in the ECI and results in a higher tax payable, you will have a month to pay what is due.

This task is usually done by your company accountant. If you feel overwhelmed with the work and need to have one, drop us a chat. We’ll figure this out together.

By when do I need to file ECI?

You have to do this no later than 3 months after the Financial Year End.

10. Hold your first Annual General Meeting (AGM) after Incorporation

You should hold your first AGM no more than 6 months after the FYE. The AGM is a mandatory meeting where you present your company’s financial statement to the shareholders. The financial statement should include:

• The company’s Profit and Loss, detailing the sales, expenses and profit
• Balance Sheet outlining the assets, liabilities and equity
• Any changes in equity
• Cash flow statement
• Notes to financial statement

You don’t have to physically meet to organise an AGM. As long as there is a way to exchange your documents, it’s good enough. During the AGM, you can also consent to the tabled audited or unaudited financial statements, dividends distribution, re-appointment of officers and directors and approve their salaries.

Read more:
How not to hold an AGM

11. File Annual Returns with ACRA

What is Annual Returns?

The Annual Returns is a is a set of documents you have to submit to ACRA, consisting of:

• Your company name and type
• Registered company address
• Updated list of officers
• Registered charges and any changes
• Any changes in shares structure and capital
• Financial statements in eXtensible Business Reporting Language (XBRL) format in, full or simplified version

By when do I have to file?

You must file your Annual Returns (AR) with ACRA no longer than 7 months after your FYE and after the AGM.

Take note of penalties for being late. It will cost you S$300 each breach, or even S$600 depending on the number of times you breached the Companies’ Act.

Read more: Does My Company Have to File using Full or Simplified XBRL Template

12. File C-S/C, the Annual Tax Returns with IRAS

So at Step 11, you’ve filed your annual returns with ACRA. Now you have to do something similar with IRAS.

What is Form C-S or Form C?

The Form C-S short for simplified,  or Form C are the filing standards for reporting your company’s taxes to IRAS.

How do I know if I need to file Form C or Form C-S?

File form C-S if your company ticks these boxes:

• Your company’s annual revenue is less than S$5 million.
  
• You don’t claim investment allowance, group relief, capital allowance or losses, foreign tax credit or have any tax deducted at source in the current Assessment Year.

File form C if your company ticks these boxes:

• Your company’s annual revenue is more than $5 million

You can submit this form on myTax portal.

What do I need to prepare for Form C-S/C?

Make sure you prepare the following documents for Forms C-S/C:

• Your company’s financial statements
• A declaration statement
• Tax computation and supporting schedules
• Other claim forms, such as costs of R&D, M&A, Double Tax deductions (optional)

By when?

Remember to file forms C-S/C no later than November 30th after your FYE. For online submissions, you will have until December 15th after your FYE.

Conclusion

The work in growing your business is just at the beginning. There is a lot of administrative work that goes into setting up your company. If you prefer to go straight into growing your company, you don’t have to do everything alone.

Need someone to walk you through all these steps? Check out our corporate secretarial service. We store all docs neatly and securely in your account so you never have to go chasing them through piles of papers or email chains again.