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In.Telligent Corporate Solutions
IN.CORP GROUP OF COMPANIES
One Raffles Place #41-01 Singapore 048616
www.indotcorp.com , www.rafflescorporate.com
[email protected] , [email protected]
IN.CORP Communiqué
Vol. 1 I January 2016 I Highlights
Regulatory updates - Changes to Companies Amendment Act & Business Names Registration Act
Key filing reminders
Solution Areas in focus
Singapore headquartered corporate solutions provider specializing in corporate compliance, accounting, taxation, incorporation and expansion advisory services.
We are a Pan Asian, full-service professional services firm working with our corporate clients in connecting the Dots for their International expansion journey
OUR IDENTITY
WHAT WE DO
Why Choose Us
Whether it is an organic expansion or an M&A driven growth, we assist our clients in providing customized solutions as they start their International expansion journey including due diligence, search packages, valuation and market advisory.
We assist our clients in incorporating their businesses entities, setting up registered o�ces, providing quali�ed directors and establishing every aspect of local administration around payroll, tax registration, banking set up etc.
Our clients also rely on us for all their Compliance needs ranging from Accounting & Reporting, Company secretarial requirements, Taxation, Legal administration etc.
We have a team of industry experts that can work with the clients connecting them with the opportunity: whether this opportunity is in the form of expansion capital or potential merger.
• Business and Company formation services
• Advisory – comprehensive market entry analysis
• Advisory – comprehensive market entry analysis• Nominee services
• Accounting and Finance oustsourcing• Special projects • Payroll
• Tax planning and structuring• Tax �ling
• Immigration advisory
• Banking liaison• Treasury advisory• M&A & corporate consultancy
• Tax advisory• IP/Trademark �ling• Compliance advisory
• Connect clients with legal and �duciary service providers
• Internationalexpansionadvisory
• Human capital expansion• EP Filings/renewals/cancellations
Solutions acrossthe organizational lifecycle
Services Portfolio
Why Choose Us?
Knowledge centric, One stop solution providerFrom incorporation to consulting
Professionally diverse management team.Deep knowledge of industry and compliance
Value added services portfolio
Regional service offering
Excellent client relationships and successful track record
Responsive, diligent and collaborative
Before the Setup During the Setup Phase During the Steady State And Beyond
INCORPORATION
COMPLIANCE
ACCOUNTING
TAXATION
IMMIGRATION
SOLUTIONS & ADVISORY
LEGAL & FIDUCIARY
� � �
Write to us:
COMMUNIQUE – VOLUME 1 JANUARY 2016
1 IMPORTANT UPDATES
Second phase of legislative amendments to Companies (Amendment) Act, 2014 has come into effect on 3rd January, 2016 following the implementation of Phase 1 on 1st July, 2015.
No. Salient features 1 • Requirement for shareholders’ approval to re-appoint directors aged 70 and above – NOT
APPLICABLE anymore.2 • Disclosure of conflict of interests in transactions, shareholding in company and related
corporations must be provided by CEOs of companies in addition to Directors.3 • Power of Registrar to debar Directors / Secretaries of companies that has failed to lodge
any statutory documents at least 3 months after the due date4 • Merging of Memorandum and Articles of Association into a single document called the
Constitution5 • Company’s constitution to provide for electronic transmission to be the default mode of
communication with members6 • Removal of one-share-one-vote restriction for public companies7 • A dormant non-listed company (other than a subsidiary of a listed company) is exempt from
the requirement to prepare financial statements, if the company fulfils the substantial assetstest and the company must have been dormant from the time of formation or since the end ofthe previous financial year
o Substantial assets test - Total assets of the Company or the group within thefinancial year must be worth $500,000;
8 • ACRA to maintain the Register of members of private companies in electronic formo Private companies required to file return of allotment of shares and share transfers
on the effective date itself, the filing date will be treated as the date of entry in theregister of members
9 • Directors, chief executive officers and secretaries will be allowed to report alternate addressin place of their residential address
10 • Extension of the types of loans permitted to directors to include quasi-loans, credittransactions and related arrangements
11 • Allowing a company to provide indemnity against liability incurred by directors to third parties12 • Lowering the threshold of 10% of total voting rights for the eligibility of shareholders to demand
a poll to 5%13 • Extension of procedures for passing written resolutions by written means to unlisted public
companies14 • Introduction of statutory mechanism for redenomination of shares15 • Refinements to the amalgamation process.16 • Clarification that shares redeemed out of proceeds of a fresh issue of shares are not treated
as having been redeemed out of capital17 • Transfer of the provisions relating to the Central Depository System to the Securities and
Futures Act18 • Extension of summary financial statements to all companies.19 • Removal of requirement for charities registered under the Charities Act to apply to omit the
word “limited” from their names20 • Updating of striking-off provisions for local companies (except the prescription of
circumstances under which the Registrar may consider a company to not be carrying onbusiness or not it operation)
21 • Amendments relating to reservation/ protection of company names22 • All amendments relating to foreign companies
KEY CHANGES TO COMPANIES AMENDMENT ACT, 2014 – PHASE 2
COMMUNIQUE – VOLUME 1 JANUARY 2016
• Requirement to register business names. Individual who conduct business in Singapore under onlytheir names need not register with the Registrar.
• Certain registrants allowed with the option to register or renew business names for one year or threeyears.
• Registrar empowered to cancel a person’s registration under certain situations.• Registrar permitted to change particulars of deceased registrants in the register under certain
situations.• Registrar empowered to restore cancelled registration or registration which has ceased within 12
months of cancellation/ cessation.• Registrar empowered to amend the register under certain situations.• Allow registered individuals to report alternate addresses.
ACRA’s Bizfile has been revamped and migrated to the new and enhanced Bizfile+ with effect from January 3, 2016. The Bizfile has been under system maintenance from December 26, 2015 to January 2, 2016 though few select Bizfile transactions were not available from December 22, 2015, forcing Corporates to hold on or postpone filing of major corporate transactions.
In view of the difficulties faced by users, ACRA has extended the time to file the returns by February 2, 2016. Annual Returns, Annual Declarations, Business Registration Renewals and any statutory returns that are due between December 26, 2015 and February 2, 2016 can be filed without penalty and the compliance rating of the entity will not be affected due to the delayed filing.
AMENDMENTS TO BUSINESS NAMES REGISTRATION ACT – WITH EFFECT FROM 3RD JANUARY, 2016
NEW FILING SYSTEM – ACRA BIZFILE+
COMMUNIQUE – VOLUME 1 JANUARY 2016
2 KEY FILING REMINDERS The Singapore Companies Act requires all companies to record and maintain proper accounts to be laid at the company’s AGM. Each company has to file:
• Their Annual Returns (XBRL)• Corporate Income Tax (Form C or Form C-S)• Tax computations where required with or without the required compilation or audited accounts
These filings are done with the respective authorities, such as ACRA (Accounting and Corporate Regulatory Authority) and IRAS (Inland Revenue Authority of Singapore).
The graphics below capture the compliance requirements and timelines associated:
A. If your Financial Year End (“FYE”) is 31st October 2015 and this is your first year
B. If your Financial Year End (“FYE”) is 31st December 2015 and this is NOT your first
Submission of ECI
31st Jan 2016
First AGM
Filing of Annual Returns
WITHIN 3 MONTHS AFTER FYE 18 MONTHS AFTER INCORPORATION
WITHIN 1 MONTH OF AGM
30TH NOVEMBER
FYE 31st Oct 2015 Tax Return Filing
FYE 31st Oct 2015
WITHIN 3 MONTHS AFTER FYE 15 MONTHS FROM PREVIOUS AGM
WITHIN 1 MONTH OF AGM
30TH NOVEMBER
AGM Tax Return Filing
Submission of ECI
31st Jan 2016
Filing of Annual Returns
Due to technical difficulties faced by users accessing the new version of Bizfile+ system, ACRA has extended the time to file returns by February 2, 2016. Any statutory returns that are due between December 26, 2015 and February 2, 2016 can be filed without penalty.
COMMUNIQUE – VOLUME 1 JANUARY 2016
3 SOLUTION AREAS IN FOCUS
Enjoy the prestigious environment and dedicated office cubicle fully equipped with work station, meeting area, printer, and internet connectivity.
On top of the address and work space, you can also opt to enjoy a dedicated, Singapore ‘Virtual telephone number’ for your ongoing use – with the ability to direct all the calls to YOUR receiving number.
Key benefits of our offering are:
• Pay as you use the office – We charge only on the basis of usage without any monthly or retainer commitment
• Ideal and prestigious location (Central Business District) in the heart of the city• Fully equipped to function as an independent office while you are in Singapore at a fraction of
renting a dedicated office space• Ideal for companies with traveling executives• Just bring your laptop and you are ready to go…
VIRTUAL OFFICE SOLUTIONS
Seeking to have an office in the heart of Singapore Raffles Place while keeping your initial office rental budget small? You can check out our virtual office solution.
PAYROLL PROCESSING
Payroll is probably the most important function for an organization – Especially if you are an International SME looking for a specialist provider with professional payroll systems in place to assist you with:
COMMUNIQUE – VOLUME 1 JANUARY 2016
• Creation of Payroll database• Migration of employee data to Payroll Master• Monthly direct staff payments• Monthly Payroll administration, processing and reporting• Issuance of pay-slips• Part salary payments• Statutory deductions• Compliance with Statutory Deductions• Bonus and Related runs• Bank account linking
You would be assisted by a dedicated manager who works with your organization on an ongoing basis. Prior to the start of our engagement, we would sit with you to agree on the requirements, scope and processes to offer a customizable solution. Depending on your requirements, a number of packages are available to select from.
