The above Act was passed in Parliament and has come into force from w.e.f. 7th March 2019 to regulate persons who carry on business in precious metals, precious stones and precious products, so as to prevent and combat money laundering and terrorism financing. Online application for a license has to be made on or before 9th October 2019 by the existing business owners and the new ones to comply with the new law. The licensing regime has been introduced in few countries overseas as per the requirements of Financial Action Task Force (FATF) of OECD. A guideline on the requirement on the law was made by the Ministry of Law, Singapore.
LICENSING:
A person (acting as regulated dealer) who is dealing in precious metal, precious stones or any precious product, must be a registered dealer (licensed).
An application form for registration as a registered dealer (or renewal of license), has to be made to Registrar appointed under the above Act with all the documents, required and the prescribed fee, is payable. The Registrar may grant or refuse the license.
The application for registration can be refused by the Registrar if prescribed fee is not paid, information provided to Registrar is false or incomplete, applicant is not a fit and proper person in the opinion of Registrar and granting or renew of the registration is not in the public interest.
PRECIOUS METALS:
Precious Metals include Gold, Silver, Platinum, Iridium, Osmium, Palladium, Rhodium, Ruthenium and an alloy with at least 2% in weight of all the pre mentioned precious metals, in a manufactured or unmanufactured state.
PRECIOUS STONES:
Precious Stones include Diamond, Sapphire, Ruby, Emerald, Jade and Pearl.
PRECIOUS PRODUCTS:
Precious Products include any jewellery, watch, clothing, accessory, ornament which is made up of precious metals or stones, or at least 50 % of its value is attributable to the precious stone or precious metal.
REGULATED DEALING:
Regulated Dealing includes Manufacturing, Import or possessing for sale, Selling or offering for sale or Purchasing for the purpose of resale of any precious stones, precious metals and precious product.
REGULATED DEALER:
Regulated Dealer is a person who is in a business of regulated dealing or business as an intermediary for regulated dealing (excluding a pawnbroker).
COMPLIANCE OFFICER:
A management level employee or director or owner of the business shall be appointed and will be incharge of all AML/CFT matters within the organization.
DEVELOP YOUR INTERNAL POLICIES, PROCEDURES AND CONTROLS (IPPC):
The regulated dealer must have appropriate programmes in place to prevent ML, TF and PF. Such programmes include an IPPC to manage and effectively mitigate ML/TF risks. The IPPC should be communicated clearly to the employees for them to implement it.
The regulated dealer must develop and implement its IPPC, which must be approved by its senior management, including:
making appropriate compliance management arrangements, including the appointment of a compliance officer at the management level; and
applying adequate screening procedures when hiring employees.
The directors and senior management are responsible for ensuring that the regulated dealer:
takes enhanced measures to manage and mitigate risk of ML/TF where higher risks are identified;
has an ongoing programme to train employees on the IPPC; and
implements the IPPC and enhances it if necessary.
The IPPC developed should at least cover the following areas:
Assessment of risks faced by your business;
Appointment of compliance officer and his/her responsibilities;
Checks to conduct when hiring employees;
Procedure to perform CDD;
Procedure to file a CTR;
Procedure to perform ECDD;
Procedure to file a STR;
Staff training on AML/CFT; and
d. Record keeping.
Before launching a new product or a new business practice (a new product line, a new medium of transaction, delivery mechanism, a new business outlet at a new location, etc.) or before using a new or developing technology for any new or existing product, the regulated dealer must:
a. identify and assess the ML/TF risks that may arise in relation to the new product, business practice or technology; and
e. take appropriate measures to manage and mitigate such risks.
For the regulated dealers who carry out or intend to enter into a designated transaction, they should have an independent audit function to test the IPPC. For example, the auditing unit or staff must be adequately independent of the business arm and not involved in the establishment, implementation or maintenance of the AML/CFT programme.
CUSTOMER DUE DILIGENCE:
Regulated Dealer has to maintain identifying information for individual and businesses and carry out screening of their customers against Ministry of Home Affairs website, and to Monetary Authority of Singapore website, keep records of all the information relating to the CDD and the business transaction for a period of 5 years from the date of the transaction.
Regulated Dealers are required to perform (ECDD) Enhanced Customer Due Diligence for a Politically Exposed Person (PEP), a family member or a close associate and for those countries or jurisdiction the FATF has called for ECDD, on going monitoring of CDD measures are also required.
If a Regulated Dealer conducts any Designated Transaction, either wholly or partly in Singapore, or the regulated dealer has a reason to suspect money laundering or terrorism financing, the prescribed Customer Due Diligence measures are required to be performed before entering into the transaction.
If the Regulated Dealer is unable to perform any of the Customer Due Diligence measures, he must decline to enter into any transaction with the customer, terminate the transactions entered into (if any) and determine whether this is required to be reported to suspicious transaction reporting office (CAD) under the provisions of the laws.
CASH TRANSACTION REPORTS:
Designated transaction means a purchase, sale of precious stones, precious metals and precious product wholly or partly in Singapore, for which cash & cash equivalent in total exceeding an amount of S$20,000 or its equivalent in value is received (includes 2 or more transactions to the same customer on the same day).
A regulated dealer who enters into any designated transaction must submit a Cash Transaction Report in the prescribed time, form and manner to the Suspicious Transaction Reporting Officer and immediately thereafter submit a copy to the Registrar. He has to maintain a copy of each cash transaction report for such period as may be prescribed by the law.
KEEPING OF RECORDS:
A regulated dealer must keep the record of every designated transaction and other transactions for which customer due diligence was performed, record of all information obtain through customer due diligence measures and copies of supporting documents for a period of 5 years after the date of the transaction and such form as may be prescribed.
DISCLOSURE OF SUSPICIOUS TRANSACTIONS:
A regulated dealer must make a disclosure if circumstances exist to the suspicious transaction reporting office (CAD), and then immediately submit a copy of the information so disclosed to the Registrar.
POWERS OF REGISTRAR APPOINTED UNDER THE ACT:
The Registrar or his appointed nominees has powers to enter without a warrant and search, and inspect any business premises, take possession of documents or materials, investigate and issue written notice to attend before the Registrar.
The Registrar has powers to disclose information obtained to any foreign authority. The Registrar may give written direction to terminate the business or a particular transaction with a particular customer, stop particular employee or regulated dealer to stop business.
The Registrar at the regulated dealers own cost appoint an auditor to carry out an audit for compliance of the Act and measures taken for the prevention of money laundering and terrorism financing under this Act.
Non-compliance of the various provisions, carry fines, imprisonment or both in the Act.
REPORTING REQUIREMENTS
The regulated dealer must submit semi-annual returns related to its business and transactions in six- month periods with effect from 1 January 2021.
The regulated dealer is strongly encouraged to prepare the required information consistently throughout the six-month reporting period.
The semi-annual return has to be submitted to the Ministry of Law via the stipulated channels within 30 days after the reporting period, e.g. by 30 July 2021 for period from 1 January 2021 to 30 June 2021.
A company shall appoint an auditor within 3 months from the date of incorporation unless it is exempted from audit requirements under Section 205B or 205C of the Companies Act.
2. Registration for GST
Goods and Services Tax or GST is a broad-based consumption tax levied on the import ofgoods (collected by Singapore Customs), as well as nearly all supplies of goods and services in Singapore. In other countries, GST is known as the Value-Added Tax or VAT.
You must compulsorily register for GST when:
Your taxable supplies for the past 12 months ending March, June. September or December (referred to as “quarter”) is more than $1 million;
You are making taxable supplies and you can reasonably expect your taxable supplies to exceed S$1 million for the next 12 months.
You must apply for GST registration within 30 days of the end of the quarter when your taxable supplies has crossed S$ 1 million in the past 12 months or within 30 days of the day you reasonably expect your taxable supplies to cross S$ 1 million for the next 12 months.
You can choose to register voluntarily when:
You make taxable supplies below S$1 million annually; or
You make Supply of Goods outside Singapore
You provide all services outside Singapore which is also known as international services.
It is a condition that you must remain GST-registered for at least 2 years for voluntary registration. IRAS may also impose other conditions e.g. the requirement of SecurityDeposits on a case-by-case basis.
Overseas companies must appoint an agent in Singapore to be responsible for its GST matters and obligations when applying for GST registration.
Exports made out of Singapore are ‘ZERO’ rated and in order to claim the GST you have suffered at the time of import or local purchase of goods it is advisable to register for GST, even though you will not exceed S$ 1 million business in any financial year.
For GST registration requirements and any other formalities, kindly contact our Tax Dept for details and information.
GST on digital goods & services
GST shall be applicable for all goods bought online and on digital services w.e.f. 1st January, 2020.
Digital services are services which are supplied over the Internet or an electronic network and the nature of which renders their supply essentially automated with minimal or no human intervention and impossible without the use of information technology.
GST will be imposed on Imported Services via the following:
B2B Transactions – Reverse Charge
B2C Transactions – Overseas Vendor Registration
Kindly contact our Tax Dept for more details and information on GST on digital goods and services.
3. Maintaining books of accounts –
Maintaining of Books of Accounts in US$ or other functional currency
If your functional currency happens to be other than Singapore dollars, considering your group companies overseas, the Singapore Company can maintain the books of accounts in the functional currency. The financial statements can also be presented in the functional currency.
Usually companies would like to maintain the books of accounts in US$ and it is possible if the functional currency of the group happens to be US$. For more details, you can refer to FRS 21 and interpretation INT FRS 19 or consult your audit department for details.
Maintaining Books of Accounts in Singapore
As per section 199 (3) The records shall be kept at the registered office or at such other place as the directors think fit and shall at all times be open to inspection by the directors.
As per section 199 (4) If accounting and other records are kept by the company at a place outside Singapore there shall be sent to and kept at a place in Singapore and be at all times open to inspection by the directors such statements and returns with respect to the business dealt with in the records so kept as will enable to be prepared true and fair financial statements and any documents required to be attached thereto.
Maintaining Books of Accounts in English
As per section 397 (3) Where any accounts, financial statements, minute books or other records of a corporation required by this Act to be kept are not kept in the English language, the directors of the corporation shall cause a true translation of such accounts, financial statements, minute books and other records to be made from time to time at intervals of not more than 7 days and shall cause such translations to be kept with the original accounts, financial statements, minute books and other records for so long as the original accounts, financial statements, minute books and other records are required by this Act to be kept.
Retention of the Books of Accounts and Documents of the Company
The company must retain the accounting and other records for 5 years from the end of the financial year in which the transactions or operations to which those records relate are completed.
4. Skills Development Levy (SDL)
Payments of levy under the skills development levy act (CAP.306) and the skills development levy regulations 1991.
You are required to contribute SDL for all your employees up to the first $4,500 of each employee’s total monthly wages at a levy rate of 0.25% or a minimum of $2, whichever is higher. Employees here include all full-time, casual, part-time, temporary and foreign employees rendering services wholly or partly in Singapore.
Employers should make full payment on SDL together with the CPF and other monthly contributions to the central Provident Fund (CPF) Board before 14th of the subsequent month. CPF Board collects SDL on behalf of the SkillsFuture Singapore Agency (SSG). In case the company has only foreign employees and makes only SDL contributions, the payments will directly be made to the Skills Future Singapore Agency (SSG).
5. Audit of the Books of Accounts
Small companies below the annual sales of S$10M and total assets below S$10M are exempt from audit w.e.f the financial year commencing on or after 01.07.2015
Definition of Small Company (w.e.f. 01.07.2015)
To qualify as a small company, it must be a private company and fulfill at least two of the following three quantitative criteria in each of the immediate past two financial years:
Total annual revenue of not more than S$10M
Total assets of not more than S$10M
Number of employees of not more than 50.
The criteria are similar to those used for the Singapore Financial Reporting Standards for small entities. For a company which is part of a group, to be exempt from statutory audit, it must qualify as a small company and the group must also meet at least two of the three quantitative criteria on a consolidated basis.
6. Filing of Annual Return of the Company
A company’s first financial year end shall be as per Financial Year End (“FYE”) mentioned in the incorporation form, which shall not be longer than 18 months from the date of incorporation unless the Registrar on the application of the company otherwise approves.
Annual General Meeting (“AGM”) is required to be held within 4 months of FYE (listed companies) and within 6 months of FYE (other than listed companies).
Annual Return is to be filed within 5 months of FYE (listed companies) and within 7 months of FYE (other than listed companies).
Failure to comply with these statutory requirements may render the company and all its officers liable to prosecution.
In addition, dormant companies and exempt private companies that are exempt from audit requirements under Section 205B and 205C of the Companies Act respectively are also required to file the directors’ statement required under Section 205B(4)(d), if their financial
year starts on or after 15 May 2003. For companies with more than one director, the statement must be signed by at least 2 directors.
7. Penalty for Non-Compliance/ late lodgment of annual returns
Offence
Late Lodgement Fees
With Effect From 14 Jan 2022: Did Not File Annual Return within 4 months (listed companies) or 6 months (private limited companies) from the end of financial year: within the first 3 months after filing due date after 3 months from the filing due date
$300 $600
Did Not Hold AGM on Time within 5 months (listed companies) or 7 months (private limited companies) from the end of financial year
$300
Changes on Company’s Particulars
Appointment/Resignation/Removal of Director/Secretary – The changes have to be filed within 14 days from the date of resolution. Every company must appoint a secretary within 6 months of the date of incorporation.
Changes in the Particulars of Director/Secretary/Shareholders – The Company at all times must file any changes in the particulars of the Director
Change of Registered Office– The Company must notify the ACRA within 14 days from the date of change.
Allotment of Shares– The company must file the allotment within 14 days from the date of the resolution.
9. Company Registration No.
With effect from 1st January 2009, all entities that are registered in Singapore, such as businesses, companies, limited liability partnerships, representative offices, embassies and societies will have a Unique Entity Number as its Identification number. This shall be used for all interactions with Singapore Customs.
Singapore Customs will be implementing UEN which will replace the Central Registration Number (CR) Number that you currently use to interact with Singapore Customs.
If you require further information on UEN, please visit the website at http://www.uen.gov.sg.
10. CPF e-Submission
Now all employers with 10 or fewer employees can submit CPF via the 300 AXS Stations Island wide!
With AXS stations, you can submit your CPF contribution details without computers or the need to look for Internet access. CPF e-Submission is now right at your doorstep with 300 AXS Stations conveniently located island wide. This is an extra convenience you enjoy as
compared to manual submission. Pay with NETS or cash card at the AXS stations and you don’t have to worry about late or missing cheque anymore.
It takes just a few steps to complete your CPF submission at AXS stations:
Select “Employer Contribution”
Log on with your 7- digit Employer Reference Number followed by your CPF Account Number
Enter details of payment
Select mode of payment
11. CPF Contributions for Salary and the Salary Ceiling
The CPF contribution is compulsory for Singapore Citizens and the Singapore permanent residents employed by the co;
The CPF salary ceiling the maximum amount of ordinary wages that employee and employer contributions are to be calculated on is S$6000/-
The CPF contribution vary for the age group of all employees and make the right contribution after visiting CPF website www.cpf.gov.sg
12. Changes to Form C Deadline and Installment Payment of Tax Based on Estimated Chargeable Income
As per the Income Tax Act
You are required to file ECI (Estimate chargeable income) which is Advance tax within 3 months from the end of the relevant financial year.
You are required to file your company’s tax returns known as Form C / Form C-S as per the stipulated timelines
Form C / Form C-S
If your annual turnover is less that S$ 1 million, you can file Form C-S. Otherwise you are required to file Form C. The statutory filing deadline for Form C / Form C-S is 30th November of relevant Year of Assessment for paper filing and 15th December for e-filing
ECI (“Estimate Chargeable Income”)
All companies including new companies are required to file ECI within three months from the end of their financial year. You can opt to pay the ECI by installments and have to be on GIRO to qualify for installment payment.
You may e-file or paper file your ECI. The earlier you e-file, the greater the number of installments. The number of installments granted is as per the timelines given below:
ECI Filed within
E- Filers
Paper – filers
1 month from accounting year end
10
5
2 months from accounting year end
8
4
3 months from accounting year end
6
3
After 3 months from accounting year end
No Installments allowed
No installments allowed
You are required to E-file by 26th of each qualifying month or paper file by 24th of each qualifying month to enjoy the maximum number of installments allowable for that month.
Exemption from filing ECI: You are exempted from filing ECI if your annual revenue is less than S$ 1 million for the financial year and the ECI is NIL for the year.
Recordkeeping and Time limit for assessments
You are required to keep business records for up to 5 years for accounting periods ending on or after 1 Jan 2007. The statutory time limit for IRAS to raise an assessment or additional assessment is four years. However, this statutory time limit will not apply to cases where fraud is involved. No approval is required from IRAS, if documents are kept in electronic format, although proper checks should be made for execution of electronic transactions.
13. Deduction of Tax at Source (WHT) for Payment made to Non-Residents Companies or Individuals
Consult our partners when the company makes any payment to non-resident or non-resident directors any fees, commission, royalty, interest for the deduction of tax at source. Detailed as under-
You have to deduct tax at source on the following situations:
NATURE OF PAYMENTS
Interest, commission, fee in connection with any loan or indebtedness
Royalty or Rent or other payments for the use of or the right to use any movable property
Payments for the use of or the right to use scientific, technical, industrial or commercial knowledge or information or for the rendering of assistance or service in connection with the application or use of such knowledge or information
Payments of management fees, director’s remuneration /fees to a non-resident director
Payments for the purchase of real property from a non-resident property trader
Structured products (other than payments which qualify for tax, exemption under section 13(1) (zj) of the Income Tax Act)
Distribution of real estate investment trust (REIT) Note:
Non-Resident Directors
A Company director who is physically present in Singapore for less than183 days in the year preceding the Year of Assessment (YA) is a non-resident director. The director’s remuneration and the director’s fees of a non-resident director are subject to withholding tax.
Non-Resident Professionals
The non-resident professional’s income attributable to services rendered in Singapore is subject to withholding tax at:15% of the gross income /fees payable and at the rate of 20% (22% for payment made from January 2016) if the non-resident professional has elected to be taxed on net income.
Kindly extract the details/obtain from client and pass to our Tax Dept. for further follow-up. The details will include amount, party name, country and date of payment.
13A. Digital Economy
The new ecommerce companies, content and web related service providing companies, when they make payment for services rendered to non-residents, the tax department has issued a guideline for deduction of tax at source. Kindly request our office to provide a copy of the guideline published on 8th February 2013 or visit IRAS website www.iras.gov.sg to download or view the same to obtain clarity on your payments to non-residents.
14. Tax Evasion is an Offence in Singapore
As per MAS “Monetary Authority of Singapore” guidelines issued w.e.f July 1, 2013, all Singapore banks need to comply with the stricter KYC rules to ensure that their clients are fully in compliance with all their Tax obligations, across the world and no source of funds originating in Singapore should be out of the proceeds of serious tax offences such as fraudulent or willful tax evasion anywhere across the globe.
Singapore IRAS has signed more than 40 agreements with other countries on the exchange of tax information in the past 3 years. Under these agreement IRAS can write to Singapore incorporated companies under the SEC 105 of the income tax act to provide information about their business transaction details with any overseas companies.
15. Employer to File (Form 21) to the Tax Dept a Return on the Cessation of Employment of a Staff
As an employer, you are required to complete the Form IR21 (Notification by Employer of an Employee’s Cessation of Employment or Departure from Singapore) at least one month before a non-citizen employee ceases or is about to cease employment with you in Singapore (including a posting to an overseas location of the same employer). Tax clearance is also needed for non-citizen employees who are leaving Singapore for any period exceeding 3 months. Employers who do not comply may be liable to a fine up to $1000.
16. Workmen Compensation Insurance
The Company has to take insurance for Workmen Compensation for all the staff in the organization.
17. Medical & Personal Accident Insurance
For all the staff who are employed under work permit and S Category of Employment pass, the company has to compulsorily take Medical & Personal Accident Insurance.
18. Appointment of Company Secretary
Every company must appoint a secretary within 6 months of the date of incorporation.
19. Unique Entity Number (UEN)
UEN is the standard identification number of an entity to be used for transactions with government agencies, including IRAS, from 1 January 2009. UEN replaces all other
identifications numbers issued by various government agencies. Local businesses and companies registered with Accounting & Corporate Regulatory Authority (ACRA) will retain their existing ACRA registration number as UEN. For others (e.g. the branch of a foreign company) a new UEN will be issued by the government agency that registers the entity (known as UEN Issuance Agency).
20. Legal Entity Identifier (LEI)
The Legal Entity Identifier (LEI) is a 20-digit, alpha-numeric code based on the ISO 17442 standard developed by the International Organization for Standardization (ISO). It connects to key reference information that enables clear and unique identification of legal entities participating in financial transactions.
The objective for the creation of an LEI is for both risk reporting and counterparty risk. Our company can assist you in getting the LEI number for doing global trade.
21. Registrar of Companies (ACRA)
ACRA on a regular basis keeps a record of non-compliance of the Companies Act and the compliance with the Singapore Financial Reporting Standards. It is most important for the newly incorporated companies to maintain their book of accounts in accordance with the Companies Act of Singapore and also in accordance with Singapore Financial Reporting Standards.
22. Employment of Foreigners for your Co;
Consult our partners for the employment of foreigners for your co; and we can provide the professional advice relating to obtaining the employment passes to the foreigners.
Employment Pass (EP)- Ministry of Manpower (MOM)
If the Company would like to engage the service of a Foreigner, the Company has to make an Application to MOM to obtain an EP to enable him to work in Singapore. The EPs are issued based on the applicants’ educational qualifications, years of experience and his contribution to the Company at Singapore. The Company should not try to replace the local talent and try to bring an overseas application if the talent is available in Singapore.
The salaries to the EP holder has to be paid monthly and the salary pay slip has to be issued. If the EP holder stays outside more than 60 days and not returning to Singapore, it is a requirement to cancel his EP.
23. Place Of Effective Management (POEM)
If you have incorporated a subsidiary or a wholly owned subsidiary company, in Singapore, the Indian Income Tax Act, Section 6 has been amended to include the income earned by the subsidiary at Singapore will be included for Income tax as the subsidiary is controlled and managed from India.
The Ministry of Finance has come out with a draft guideline on 23/12/2015 which you can read in the Ministry of Finance website.
Guiding Principles for determination of Place of Effective Management (POEM) of a company was issued on 24th January 2017 (Circular No. 6/2017 of Ministry of Finance).
Clarification for determination of Place of Effective Management (POEM) of a company, other than an Indian Company-Requirement dated 23rd February, 2017 (Circular No. 8/2017 of Ministry of Finance) has stated that the POEM guidelines shall not apply to a company having Turnover or Gross Receipts of Rs.50 Crores or less in a Financial Year.
Our Senior partner has given speeches on ‘POEM’ and you can consult him on this matter.
24. Personal Data Protection Act and its Implications
The Personal data Protection act (PDPA) 2012 was introduced and has become a law in Singapore. It is mandatory to appoint a data protection officer (DPO) under the act, the roles and responsibilities of the DPO under the act, which can be seen at www.pdpc.gov.sg/dpo DPO can help drive the integration of personal data protection into your business process, foster a data protection culture within the organization, reduce your rise of data breaches and enhance trust and goodwill with your customers. The appointed DPO should be part of the management team, or at least have a direct line to management.
Companies having manpower constraints may consider outsourcing the operational DPO functions to DP service providers(www.pdpc.gov.sg/dpservices) Even if the function is outsourced the organization continues to be accountable in ensuring compliance in the PDPA. After you have appointed your DPO you are strongly encouraged to register the appointment with the PDP commission. The PDPA intend to introduce a mandatory data breach notification regime as part of the proposed amendments to the PDPA
Different approaches are taken to protect personal Data in the public and private sector. The public sector functions as one entity to deliver public service to citizens and is governed by the public sector (Governance) act (PSGA). This allows personal data to be managed as a common resource with the public sector for better policy making and delivery of public services. The commissioner of the PDPC is responsible for administering and enforcing the PDPA to uphold data protection standards for the private sector.
A sample of the relevant provisions to the personal data protection terms and conditions are provided below to enable companies to include in all the agreement and contracts they are going to enter in future.
Personal data protection act
The service provider in receipt of the personal data shall comply with the Personal Data Protection Act 2012 (“PDPA”) and all subsidiary legislation related thereto (collectively “Data protection legislation”) with regard to any and all personal data (as defined in the PDPA) that it receives from the company.
The service provider agrees that when dealing with personal data received from the company, it shall:
only use personal data in accordance with the purposes for which the company disclosed the personal data, in accordance with the instructions of the company or as is necessary for the company to fulfil its obligations under the Data Protection Legislation;
take appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of processing. Such measures shall ensure a level od security appropriate to the risks represented by the processing and the nature of the data to be protected, having regard to the state of the art and the cost of implementation;
not retain personal data for any longer than is necessary for the purposes for which the company disclosed the personal data;
limit disclosure of such personal data to its employees on a need to know basis and only for the purpose of processing for which such personal data was disclosed by the company;
not to disclose or transfer any personal data received from the company to any third party without the prior written approval of the company, and upon such additional terms and conditions which the company may impose on it for such disclosure or transfer; and
where the personal data is to be transferred to another country, to not do so unless the consent of the individual whose personal data is to be transferred to another country has been obtained except where an exception to such consent under the PDPA applies. Further, where the personal data is to be transferred to another country, to take any such additional measures as are necessary to secure that personal data is transferred in accordance with the requirements of the data protection legislation.
25. Beneficial Ownership- Declaration to be made by the Shareholder upon incorporation of the Company
A Beneficial Owner is an Individual who ultimately owns or controls more than 25% of a company’s shares or voting rights, or who otherwise exercise control over the Company or its management.
A Disclosure of Registrable Controller for the Company is required to be made (i.e. containing % of shares held and personal particulars) by all the shareholders of the company under section 386AG(2)(a) of the Companies Act (Cap.50).
26. Registration for CorpPass
Singapore Corporate Access (CorpPass) is the authorisation system for entities to manage digital service access of employees who need to perform corporate transactions. Individuals who need to transact in a business capacity with the government are required to be UEN- registered and thus be eligible for CorpPass. One of the local Directors or Secretaries of the company is required to register for CorpPass administrator account upon incorporation of the company using their personal SingPass. Subsequently, CorpPass access may be given to various employees/service providers authorizing them to transact on behalf of the company for the respective services.
From 11 April 2021, the login process for CorpPass will be changed to verify the user’s identity via SingPass first, before the user can proceed to access and transact with government digital services.
Note: Foreign ID users will be issued a SingPass Foreign user Account (SFA) and the ‘CorpPass 2FA for Foreigners’ app will no longer be used.
27. Customs Account Registration
Companies are required to activate their customs account to transact with Singapore Customs.
28. Overseas Direct Investments by Resident Indians
Resident Indians (An Indian Party (IP) / Resident Individual (RI)) who have incorporated a Wholly Owned Subsidiary (WOS) in Singapore and have made an investment in that WOS through Overseas Direct Investment (ODI) scheme, need to file the following forms with RBI as applicable:
Forms
Description
ODI Part I
This form must be filed with RBI for making an investment under ODI route (Automatic/Approval) and also if there are any Post Investment changes (change in name, address, networth, capital structure etc.)Once, the form is filed by the Indian Party, RBI allots Unique Identification Number (UIN) for that WOS. Subsequent investments in the same WOS can be made only after allotment of the UIN.
ODI Part II
The Indian Party is required to submit the Annual Performance Report (APR) based on Audited Financial Statements of the overseas JV/WOS by 30th June of every year.If the law does not mandatorily require auditing of the books of accounts of JV / WOS, the APR may be submitted by the Indian party based on the Un-audited Annual Accounts of the JV / WOS provided:The Statutory Auditor of the Indian party certifies that ‘The un- audited annual accounts’ of the JV / WOS reflect the true and fair picture of the affairs of the JV / WOS’ andThat the un-audited annual accounts of the JV / WOS has been adopted and ratified by the Board of the Indian party.
ODI Part III
For Reporting of Disinvestment by way of Sale or Transfer of Shares / Closure / Voluntary Liquidation /Winding Up/ Merger /Amalgamation of JV / WOS, you are required to submit this form to RBI.
FLA Return
The annual return on Foreign Liabilities and Assets (FLA) is required to be submitted to RBI every year by 15 July directly by all the Indian companies which have received FDI (foreign direct investment) and/or made FDI abroad (i.e. overseas investment) in the previous year(s) including the current year i.e. who holds foreign Assets or Liabilities in their Balance Sheets.The Indian Party shall file the FLA with RBI even if APR has been filed.
29. Licence Requirements for certain Companies Incorporated in Singapore
The following companies incorporated in Singapore are required to obtain various licences from Singapore Regulatory authorities to carry out their operations:
a) Companies Incorporated to do Precious Stones and Precious Metals business
For a person (acting as regulated dealer) who is dealing in precious metal, precious stones or any precious product, must be a registered dealer (licensed) and application has to be made to Ministry of Law online to get the required licence.
All regulated dealers in the precious stones and precious metals dealers (“PSMD”) sector are subject to regulatory requirements under the following laws:
The Precious Stones and Precious Metals (Prevention of Money Laundering and Terrorism Financing) Act 2019 (“PSPM Act”)
The Precious Stones and Precious Metals (Prevention of Money Laundering and Terrorism Financing) Regulations 2019 (“PMLTF Regulations”)
The Regulated Dealer has to develop Internal Policies, Procedures & Control (IPPC) to assess the risk faced by the business, appointment of Compliance Officer, his duties and responsibilities, policies for hiring and training of employees, procedures for Conducting Customer Due Diligence (CDD), Enhanced Customer Due Diligence (ECDD), Suspicious Transaction Reporting (STR), record keeping and audit of IPPC.
With effect from 1 January 2021, regulated dealers are required to submit mandatory semi- annual returns related to their business and transactions. Regulated dealers are required to submit the returns twice each year during the following submission periods:
Reporting Period
Submission Period
1 January to 30 June
1 July to 30 July
1 July to 31 December
1 January to 30 January (of the following year)
Please contact our office for getting more details about regulated dealer licence application, preparation of IPPC, submission of semi-annual return and for other associated matters.
b) Companies Incorporated to carry out Financial Activities under MAS (Monetary Authority of Singapore)
Monetary authority of Singapore in short form called MAS regulates and issue licenses for financial activities business in Singapore. Companies have to apply for exemption status or request for licence status and are issued for companies engaged in fund management, investment, securities, debts, research and development of financial products, and raising capital as venture capital companies.
You can visit MAS website at www.mas.gov.sg to know more about the exempt and regulated activities and the process of making the applications.
c) Companies Incorporated to carry out Money-Changing (i.e. the service of buying or selling foreign currency notes) Business or Remittance Business or Digital Payment Token Service etc.
The Payment Services Act 2019 (“PS Act”) which repeals the Payment Services (Oversight) Act (“PSOA”) and the Money-Changing and Remittance Business Act (“MCRBA”), was brought into force on 28 Jan 2020. MAS has also published guidelines on Licensing for Payment Service providers and a frequently asked questions (FAQs) on the act.
There are 3 types of licenses issued under the act and they are Money changing license, Standard Payment Institution license (SPI) and Major Payment Institution (MPI). Under the payment services act the following 7 activity types are defined and licenses shall be issued by MAS for carrying out the operations in Singapore. The seven activity types of licenses are grouped under SPI and MPI and they are Account issuance service, Domestic money transfer service, cross border money transfer service, merchant acquisition service, e-money issuance service, digital payment token service, and money changing service.
A licensee must, on an annual basis, appoint an auditor to carry out an audit of its accounts and transactions, and compliance with regulations and requirements. The licensee must ensure that the auditor submits a report to MAS in Form 4.
Please contact our office for getting more details about licence application, for carrying out annual audit and for other associated matters. You may also visit our website to read the article on “Payment Services Act”. The link is given below for your reference: https://nsca.pro/payment-services-act/
d) Companies Incorporated to carry out Travel Agency or Tourist Guides Business
Companies or persons in the business of making travel arrangements or conducting tours in or outside of Singapore are required to apply for a Travel Agent Licence under the Travel Agents Act (Chapter 334).
e) Companies Incorporated to carry out Real Estate Agency Business
According to the Estate Agents Act, all real estate agencies i.e. sole-proprietorships, partnerships, or a private limited company that are involved in carrying out estate agency work in Singapore either for local or foreign properties must be licensed by the Council of Estate Agencies (CEA). The application for a licence shall be submitted by the Key Executive Officer (KEO)-applicant.
f) Companies Incorporated to carry out Employment Agency Business
All Employment Agencies (EA’s) in Singapore require an Employment Agency License (EAL) prior to starting its business activities. This is the basic license required for all categories of recruitment agencies and is governed by the Ministry of Manpower (MOM) of Singapore.
Please go through the MOM website to know more about the EAL requirements, security deposit to paid to MOM, Certification and registration requirements for EA personnel etc.
30. SALARY – ITEMISED PAY SLIP TO EMPLOYEES COVERED UNDER THE EMPLOYMENT ACT.
a) ISSUE OF MONTHLY PAY SLIPS TO ALL EMPLOYEES W.E.F 01.04.2016
Employers to issue employment contracts and itemized pay slips to their employees w.e.f 1st April 2016.
We have prepared a write up on this issue and a copy is enclosed for your ease of reference.
b) ISSUE OF ITEMISED PAYSLIP:
The employment act has been amended to take effect from 1st April 2016 that all employers must issue the itemized pay slip to all employees covered under the employment act. If payments are made more than once a month the employers can consolidated the payslip. The itemised payslip should include the following information and the employer must keep record of all pay slip issued, either in soft or hard copy including annual return and for current employees. The record has to be kept to the last two years.
Our clients if they need a format of blank pay slip we can assist them in providing the same.
The following items to be included in the itemised pay slip:
1
Full name of employer.
2
Full name of employee.
3
Date of payment (or dates, if the pay slips consolidates multiple payments).
4
Basic salary For hourly, daily or piece-rated workers, indicate all of the following: Basic rate of pay, e.g. $X per hour.Total number of hours or days worked or pieces produced.
5
Start and end date of salary period.
6
Allowances paid for salary period, such as: All fixed allowances, e.g. transport.All ad-hoc allowances, e.g. one-off uniform allowance.
7
Any other additional payment for each salary period, such as: BonusesRest day payPublic holiday pay
8
Deductions made for each salary period, such as: All fixed deductions (e.g. employee’s CPF contribution).All ad-hoc deductions (e.g. deductions for no-pay leave, absence from work).
9
Overtime hours worked.
10
Overtime pay.
11
Start and end date of overtime payment period (if different from item 5 start and end date of salary period).
12
Net salary paid in total.
KEY EMPLOYMENT TERMS
The employer may issue a letter of appointment along with the office policies and procedures or office manual to include the following key employment terms.
1
Full name of employer.
2
Full name of employee.
3
Job title, main duties and responsibilities
4
Date of start employment
5
Duration of employment
6
Working arrangements
7
Salary Period
8
Basic salary
9
Fixed allowances per salary period.
10
Fixed deductions per salary.
11
Overtime payment period
(it’s different from payment period)
12
Overtime rate of pay.
13
Other salary-related components
14
Leave.
15
Other medical benefits
16
Probation period
17
Notice period
If the client would like to consult us, you can contact our office.
After the extensive amendment to the Companies Act, it is easier to go for reduction of capital, without making an application to go to the court to get Court’s order for the reduction of the Company’s share capital.
The Singapore Companies Act (Cap 50) contains provisions on reduction of capital (Sec 78A to 78K). Under these provisions, the company may do all or any of the following:
extinguish or reduce the liability on any of its shares in respect of share capital not paid up
cancel any paid-up share capital which is lost or unrepresented by available assets
return to shareholders any paid-up share capital which is more than it needs.
Further, a company’s constitution may exclude or restrict any power to reduce share capital conferred on the company, which has to be looked into before the reduction of capital exercise.
The above provisions shall not apply to:
An Unlimited Company
Redemption of preference shares issued by a company (Sec 70(1))
Purchase or acquisition of its own shares (Sec 76B to 76G)
If the Company would like to proceed with the Reduction of Capital without Court approval, the procedure is as under:
The Company has to pass a Special resolution in accordance with section 186 and copy of the resolution has to be lodged with ACRA on the same day.
Solvency requirements to be met i.e. all the directors of the company have to make a solvency statement in relation to the reduction of capital upto 20 days (private company) or 30 days (public company) before the date of passing the resolution.
In case of Public Company, additionally, a copy of the solvency statement is to be lodged with the Registrar within 15 days beginning with the resolution date.
Publication for Proposed reduction of share capital is carried out by ACRA on their website to facilitate the creditors of the company, including banks, to make any objection to the reduction of capital.
The Company, shall throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of the same available at the Company’s registered office for inspection free of charge by any creditors of the Company.
Any creditors or banks of the company may, at any time during the 6 weeks beginning with the resolution date, apply to the Court for the resolution to be cancelled and should not carry out the reduction of capital exercise.
If there have been no objections raised by creditors at the end of 6 weeks, the following documents are required to be lodged with the Registrar before the end of 8 weeks, beginning with resolution date:
a statement made by the directors confirming the following:
Section 78(1)(c ) of the Companies Act, Chapter 50 i.e. publication requirement
Section 78B(3) of the Companies Act, Chapter 50 i.e. making solvency statement available for shareholder and creditors; and
No application has been made for cancellation of the Special resolution.
a notice containing the reduction information.
If the Company is not solvent or for any other reason would like to go for reduction of capital, the Company may reduce its share capital by a special resolution by making an application to Court and get the approval by an order of the Court (Sec 78G).
A share buyback or repurchase is a move by a company to buy its own shares and either cancels them or holds them as treasury shares. Only repurchased ordinary shares can be held as treasury shares.
TYPES OF BUY-BACKS
The four main types of Buybacks are as follows:
Off‑market acquisition on equal access scheme u/s 76C
Selective off‑market acquisition u/s 76D
Acquisitions pursuant to Contingent purchase contract u/s 76DA
Market acquisition u/s 76E
The most common reason for companies to buy back their shares is because they have excess capital that they cannot effectively (or profitably) use in their business. Share buybacks can help boost the financial ratios by creating a positive impact on the company’s earnings per share (EPS) and return on equity (ROE). This makes the business look more attractive by taking advantage of the undervaluation of shares and reducing the overall cost of capital.
Companies typically fund a share buyback using capital and profits. If share buybacks are funded by profits, then a lower amount of profits will be available for distribution as dividends in the future.
CRITERIA FOR BUY-BACK OF SHARES
Provisions in Constitution:
Companies may only buy back their own shares if their Constitution allow for it (section 76B(1)). If not authorized, then Constitution will have to be amended to allow for share buybacks.
Member’s Approval through a special Resolution:
Member’s approval to be obtained for the buyback of shares by passing a special resolution in a General Meeting.
Quantum of Buy Back:
The total number of ordinary shares purchased or acquired by a company during the relevant period may not exceed 20% of the issued ordinary capital of the company (section 76B(3)), ascertained as at the date of resolution.
Solvency requirement:
In case the repurchase/buy back is paid out of existing capital, the company must remain solvent after the acquisition of such shares. In other words a “Declaration of Solvency” will be required. In case the buy back is done out of profits then no need for the declaration.
STEPS/PROCEDURES FOR BUY-BACK OF SHARES
Board resolution for Buy back and cancellation of the shares bought back (if the shares are to be cancelled)
Members resolution for Buy back and cancellation of the shares bought back (if the shares are to be cancelled)
Lodgement with ACRA for buy back, thereafter they can be either cancelled or held in treasury
Treasury shares can be held by the company (u/s 76H) subject to some conditions and time frame.
Cancellation of shares bought back will have to be lodged u/s 76K.
The rights and privileges attached to those cancelled shares shall stand expired.
Additionally, you will have to get the shares valued by an approved valuer to fix the purchase price.
TREASURY SHARES
Treasury shares are the company’s ordinary shares which have been acquired from shareholders. The company will be listed as the owner of the shares but is not allowed to exercise the right to attend or vote at meetings, and no dividends may be paid to the company.
The treasury shares that a company holds must be less than 10% of the total number of shares in that class. Below is an illustration of this legal requirement.
Share class
Total Number of shares issued
Maximum number of treasury shares that the company can hold (capped at 10%)
Ordinary shares
300
30
Preference Shares
200
20
Redeemable preference shares
100
10
Any treasury shares in excess of 10% must be cancelled or disposed of within 6 months. The company may sell, cancel or transfer the treasury shares.
The following are the requirements for establishing a Private Limited Company in Singapore:
NAME CLEARANCE – you have to request for a name of the company you are planning to setup in Singapore. The name clearance is given immediately upon the request. We can also assist you in naming the company based on the activities to be carried out in Singapore.
BOARD OF DIRECTORS – there are no restriction on the number of foreign directors to be appointed to the board. You need one resident director who is living in Singapore, who is a Singapore citizen or a Singapore permanent residence. We need the passport copies, photograph and other particulars for our records and for incorporation of the company. For resident director we need his identity card details and copy of the same.
SHAREHOLDERS – 100% of the shareholders of the company can be foreigners or any company incorporated in any part of the world. We need the latest name of the company and the registered office address of the company for the allotment of the share.
REGISTERED OFFICE – The company needs a registered office address at the time of incorporation and you can use our office address until you take up an administrative office address for the company.
REQUIREMENT FOR PRIVATE LIMITED COMPANY
Minimum 1 director who has to be local resident (local resident either can be Singapore citizen, Singapore Permanent Resident). No qualification share is to be issued to a person to become a director.
Minimum one Shareholder- Shareholder can be individual or Corporate*
Nature of Business
Registered Office Address – We will be providing the registered office temporarily till you can finalize your own office space.
* NOTE:
If a Resident Indian would like to subscribe for shares in the Singapore Company in his individual name, then he has to send the remittance under the Liberalized Remittance Scheme (LRS) through authorized banks. The Bank will make the necessary application to RBI for their approval. LRS scheme allows you to invest up to USD 2,50,000/- per assessment, per assessee after payment of taxes in India.
If the Indian Company would like to subscribe for shares in the Singapore Company, then he has to send the remittance under the Overseas Direct Investment (ODI) Scheme through authorized banks. The Bank will make the necessary application to RBI for their approval. ODI Scheme allows you to invest up to 400% of the net worth as per the last audited balance sheet of the Indian entity.
The steps involved in the formation of the company are as follows:
Application for Name Approval- To reserve the name, we would require the proposed company name, Passport/NRIC particulars of the resident & foreign Directors and Shareholders.
Once the Name Approval is obtained which take approx one working day, we will then prepare the necessary forms to be signed by the Directors & Shareholders of the company. It is not necessary for the Directors/Shareholders to travel to Singapore. You can sign the documents in presence of a Notary Public and forward the originals to our office.
On submission of the documents with Registrar of Companies, it takes one – two working days to receive the approval and obtain the Certificate of Incorporation.
