Registered Filing Agent in Singapore: A Complete Guide for Businesses
Registered Filing Agents (RFAs) play a pivotal role in the corporate landscape of Singapore, offering valuable assistance to businesses in navigating the ever-evolving regulatory framework. Understanding their roles, recognizing when businesses need their expertise, and knowing how to get started with an RFA can greatly simplify compliance processes for businesses. Get started with our guide to find out more!
As a business owner in Singapore, understanding and complying with the legal obligations set by the Accounting and Corporate Regulatory Authority (ACRA) is vital. Failure to adhere to these obligations can result in penalties for your business. To ensure compliance and avoid any missed filing dates, many businesses in Singapore choose to engage a registered filing agent. Besides, it is the only option to proceed with company incorporation in Singapore for overseas business owners. In this comprehensive guide, we will explore what a registered filing agent is, when your company needs one, how to determine if a filing agent is qualified, and how to get started with one. By the end of this article, you will have a clear understanding of the role of a registered filing agent and how they can help your business thrive.
What Is a Registered Filing Agent?
A registered filing agent (RFA) is a person or business entity that carries out transactions with ACRA on behalf of their clients. These transactions include filing or lodging documents, making applications or submissions, providing legal undertakings or declarations, and accessing information maintained by ACRA. The status of RFA is assigned to business entities only. According to ACRA, an RFA must “be a business entity registered with ACRA i.e. incorporated company, registered business, registered limited liability partnership or registered limited partnership.” However, to register as an RFA, a business entity must have a Qualified Individual (QI) within its structure.
A registered qualified individual can be:
- An advocate and solicitor
- A corporate secretarial agent or a company secretary who was performing such duties for at least 3 years in the past 5 years
- A public accountant registered under the Accountants Act (Cap. 2)
- A member of the Association of International Accountants (Singapore Branch)
- A member of the Chartered Secretaries Institute of Singapore
- A member of the Institute of Company Accountants, Singapore
- A member of the Institute of Singapore Chartered Accountants
Aside from pertaining to one of the qualification categories above, a registered filing agent must satisfy the “fit and proper” criteria required by ACRA, which includes the following considerations:
- Having a satisfactory track record and a history of compliance as a registered qualified individual or a registered filing individual.
- Considering the individual’s reputation, including any involvement in professional misconduct, breach of fiduciary duty, or serious negligence either personally or in relation to another person.
- Assessing the individual’s ability and aptitude to effectively meet the responsibilities of a registered qualified individual and adhere to the terms and conditions of registration.
- Determining if granting registration as a registered qualified individual would undermine public interest by compromising the expected standards that registered qualified individuals should uphold.
When Does a Business Need a Registered Filing Agent?
Under the Companies Act, companies in Singapore are required to conduct an Annual General Meeting (AGM) and file an Annual Return with ACRA. The Annual Return contains essential information about the company, such as the names of its directors and secretary, and the date to which the financial statements are made up.
While a company’s appointed officer, such as a director or secretary, can handle these obligations, engaging a registered filing agent can significantly simplify these and other regulatory procedures for Singapore companies. For example, an RFA can ensure timely compliance and help avoid late lodgement fees or penalties. A registered filing agent will file the necessary documents on ACRA’s online filing portal – BizFile – on behalf of the company.
It is also important to keep in mind that foreign entrepreneurs who don’t have an established partner in Singapore must engage an RFA to handle their incorporation and filing matters. In other words, such businesses cannot register their companies in Singapore other than with the assistance of an RFA.
How Do You Determine if a Registered Filing Agent is Qualified?
To qualify as a registered filing agent, a business entity must first be registered with ACRA and be considered “fit and proper”. Before that, every RFA must be linked to a Qualified Individual, who received proper training and qualification. All QIs must have completed a mandatory training program, including an Anti-Money Laundering/Counter Financing of Terrorism (AML/CFT) course and proficiency test. QIs must take refreshment courses and renew their status every 1-2 years. Subsequent to this, the RFA status of the entity will also be renewed.
It is important to note that if a registered filing agent had their previous registration canceled or failed to pay a financial penalty related to a breach of prescribed registration requirements, they must wait at least two years before reapplying to become a qualified registered individual.
Getting Started with a Registered Filing Agent
Now that you understand the importance of a registered filing agent and how to choose a qualified one, let’s explore how to get started with their services.
Assess Your Filing Requirements
Identify the needs to be fulfilled by the RFA (incorporation, annual return filing, company changes, etc). This will help you communicate your requirements clearly to the filing agent and ensure they understand your business needs.
Research and Shortlist Filing Agents
Conduct research to identify potential filing agents that meet your criteria. Consider factors such as their reputation, experience, and range of services. Shortlist a few agents that align with your requirements and arrange initial consultations with them.
Consultation and Evaluation
During the consultation, discuss your filing requirements in detail and evaluate the agent’s expertise and understanding of your business needs. Ask about their processes, turnaround times, and client references. This will help you assess their suitability for your business.
Also, take note that requirements by some RFAs, in view of their overarching commitment to AML regulations, can be quite burdensome. Make sure you are able to fulfill those requirements in order to experience a smooth process of company incorporation.
It is also very important to make sure that the contractual agreement with your RFA does not contain lock-in clauses, which can be highly disadvantageous to the client. For example, the written agreement may contain an automatic renewal clause for the next year, which cannot be canceled unless you inform your RFA at least three months in advance before the expiration of the current year. You don’t want to end up in a situation where you no longer want to work with your current RFA, but you cannot change them because of the terms of a written agreement.
It is also advisable to discuss the other exit conditions like, for example, how long it will take for the current RFA and its agents (local nominee director, company secretary) to provide resignation letters, and whether there will be any specific requirements like a security deposit or other obligations you should know about.
Engage the Services of a Registered Filing Agent
Once you have evaluated the shortlisted filing agents, select the one that best meets your requirements and engages their services. Ensure that you have a clear understanding of their fees, deliverables, requirements, and timelines.
By following these steps, you can smoothly transition to working with a registered filing agent and enjoy the benefits of their expertise and support.
How Intracorp Can Help You
A registered filing agent plays a vital role in ensuring compliance and reducing the administrative burden for businesses in Singapore. By engaging their services, you can focus on growing your business while leaving the filing process in capable hands. If you’re looking for a qualified registered filing agent with reasonable and transparent terms to assist your business in Singapore, contact us today at Intracorp for a free consultation. Our team of experts is ready to support you in meeting your compliance requirements and ensuring the smooth operation of your business.
