Singapore Company Registration Guide

Form a Singapore Company - What Are the Legal Requirements?

A great deal of both regional and international entrepreneurs chooses to form a Singapore business for a number of reasons.

A Singapore company delivers numerous benefits to homeowners, or far more correctly referred to as shareholders, specially when it comes to tax rewards, individual bankruptcy safety, and limited liability to business-associated debts.

Although incorporating a company in Singapore gives a great number of positive aspects, it is critical to observe that shareholders are required to execute specific legalities and formalities in get to prevent fiscal abuses specifically by the administration, tax evasion, and other unscrupulous dealings.

These are the legal formalities which need to be executed by any Singapore company:

* Appointment of at minimum one director who is a nearby resident

Whilst there are no limitations on the quantity of directors, it is a requirement for any corporation to appoint at the very least one director who is a local resident or holder of Singapore Employment Pass, Singapore EntrePass, or Singapore Dependant Pass.

* Appoint a certified firm secretary

Within 6 months of incorporating a organization, shareholders ought to appoint a certified secretary who need to be a nearby resident and has a expert information in compliance issues stated by the Singapore Businesses Act.

* Submission of the directors' report

This report consists the administrators and shareholders' passions and accounts the accounting insurance policies adopted by the company disclosure of the company's operation and financial statements (this kind of as income statement, harmony sheet, etc.).

* Submission of the corporation's monetary yr-stop paperwork

This doc will be utilized as the foundation for the deadline for the submission of the accounting files and economic statements.

* Once-a-year returns

This document, which consists of a corporation's fiscal accounts, have to be submitted to the Accounting and Corporate Regulatory Authority (ACRA) one particular thirty day period after the once-a-year basic conference of a organization.

* Once-a-year standard meeting

This assembly need to be held within 18 months of incorporating a Singapore business. Right after this, the succeeding conference have to be held when every fiscal yr (but should not be far more than fifteen months aside).

* Tax returns

This should contain the directors' report, specific tax computations, and "Sort C" which have to be submitted previously than 31 Oct.

* Type C

This type have to be submitted every single June after the stop of a fiscal year. But this deadline can be prolonged until December if a company will submit its ECI inside of a few months right after the accounting interval has finished.

* Estimated chargeable cash flow (ECI)

In get to submit this requirement, a corporation must give these following reports: financial 12 months-stop, estimated profits, and believed earnings. By sending this kind of info, the authorities can estimate a corporation's chargeable earnings for the "calendar year of evaluation."

* Audited or unaudited accounts

The Inland Earnings Authority of Singapore (IRAS) permits a non-public constrained organization with considerably less than $S5 million of turnover to submit its unaudited accounts. But for the department workplaces of overseas-owned firms, they are essential to post even the parent's audited financial statements.

* Registration amount

A business will have a specific registration variety issued by ACRA which need to be present on its letterheads, invoices, billings, and files employed for communications.

Key facts about company formation
  • Company Name. 
    The name must be approved before incorporation of the Singapore company can occur.

  • Directors.  
    A minimum of one resident director (a resident is defined as a Singapore Citizen, a Singaporean Permanent
    Resident, or a person who has been issued an Entrepass, Employment Pass, or Dependent Pass)
    is mandatory. There is no limit on the number of additional local or foreign directors a Singapore Company can
    appoint. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractice
    in the past. There is no requirement for the directors to also be shareholders,  i.e. non-shareholders can be
    appointed directors.

  • Shareholders. 
    A Singapore private limited company can have a minimum of 1 and maximum of 50 shareholders. A director and
    shareholder can be the same or a different person. The shareholder can be a person or another legal entity such
    as another company or trust. 100% local or foreign shareholding is allowed. New shares can be issued or existing
    shares can be transferred to another person anytime after the Singapore company has gone through the
    incorporation process.

  • Company Secretary.  As per Section 171 of the Singapore Companies Act, every company must appoint a qualified
    company secretary within 6 months of its incorporation. It has to be noted that in case of a sole director/shareholder,
    the same person cannot act as the company secretary. The company secretary must be a natural person who is
    ordinarily resident in Singapore.

  • Paid-up Capital.  Minimum paid-up capital for registration of a Singapore company is S$1. Paid-up capital (also
    known as share capital) can be increased anytime after the incorporation of the company. There is no concept of
    Authorized Capital for Singapore companies.

  • Registered Address.  In order to register a Singapore company, you must provide a local Singapore address
    as the registered address of the company. The registered address must be a physical address (can be either a
    residential or commercial address) and cannot be a PO Box.

  • Taxation. Singapore registered companies enjoy very attractive tax exemptions and incentives. Your company pays
    less than 9% for the first S$300,000 annual profits and 17% flat after that. There are no capital gains or dividend taxes
    on Singapore companies. Excellent tax benefits and business reputation of Singapore are the key reasons why
    entrepreneurs from around the world prefer to form a company in Singapore.

Considerations for foreigners when registering a Singapore company

Foreigners wishing to open a Singapore company, must take into consideration the following points:

  • You must engage a professional firm to register a Singapore company. Singapore law does not allow foreign
    individuals or entities to self-register a company.

  • There is no requirement for you to obtain any special Singapore visa if you merely want to incorporate a private
    limited company but have no plans to relocate to Singapore. You are free to operate your company from overseas
    as well as free to visit Singapore on a visitor visa whenever required to attend to company matters on a short-term
    basis. But keep in mind that in such cases, you will need to find a local resident director since each company must
    have at least one local director. Professional service firms offering Singapore incorporation services often offer the
    services of a local nominee director for this purpose.

  • If you plan to relocate to Singapore to operate your company, you are required to obtain an Employment Pass or 
    Entrepreneur Pass type of work pass. Once you have obtained your work permit, you can act as the local resident
    director of your company.

  • All Singapore company incorporation formalities (as well as work permit formalities, if applicable) can be handled
    without your having to visit Singapore. The only exception may be opening a bank account, depending upon the
    bank you choose.