Incorporation of Pte Ltd
Pre-requisite
Singapore Companies can be 100% foreign ownership. This is allowed in Singapore Company Incorporation. You will need a minimum paid-up capital of Singapore Dollar One only. You can get your Company incorporation in 1 day, with minimum 1 shareholder and 1 director. Full Tax-exemption scheme is applicable to all Singapore Incorporated Companies. No taxes on first 100K taxable income annually for first three years of a new Singapore company; Less than 9% tax rate on taxable income of up-to 300K annually. Low overall flat tax rate of 17% on taxable income above 300K. Zero taxes on capital gains and dividends. Work visa available for company owners wishing to relocate to Singapore to run their new Singapore company. No exchange controls or restrictions on repatriation of profits.
Shareholders
A Singapore Company may be registered with only one shareholder who can be an individual or a corporation. There is no requirement for shareholder(s) to be resident in Singapore.
Paid-up Capital
There are no minimum paid-up capital requirements for a Singapore company registration. A Singapore company can be registered with a minimum of S$1.
Company Directors
As per Singapore Companies Act, a Singapore company can have one or more resident or non-resident directors. Minimum requirement is one director.
However as per Singapore Company Registration Laws, at least one of the company directors must be ordinarily resident in Singapore i.e. a Singapore citizen, a Permanent Resident of Singapore or an expatriate holding a valid employment pass may act as the resident director. Your incorporation agent can provide Nominee Director service to meet this statutory requirement, if you do not have a local resident director.
Procedure and Timeline for Singapore Company Incorporation
The basic steps are as below:
- Get company name approval
- Prepare registration documents
- Client to sign company registration documents
- Register company
- Open bank account
Your company incorporation agent will prepare and submit all the necessary documentation company so you don’t have to worry for registering your Singapore. Just for your reference, to register a Singapore company, the following information needs to be submitted to the registrar of companies (ACRA):
- Memorandum and Articles of Association
- Statutory Declaration of Compliance
- Particulars of Shareholders, Directors, Secretaries, etc.
- Certificate of Identity
- Situation of Registered Office/Office Hrs at Time of Registration
- Consent to Act as Director and Statement of Non-disqualification to Act as Director
- A Consent to Act as Secretary
The time taken for company registration depends on two factors: a) the company name approval and b) whether you will be signing the documents in Singapore or overseas.
The company name approval takes only 2-3 hours unless there is some conflict with an existing name or the name has some sensitive words in it. Once the company name is approved and the signed documents are ready, the Singapore company can normally be registered in 1 day.
If you are signing the company registration documents overseas, you will need to factor in the time it takes to courier the documents back to Singapore.
After the company registration, the bank accounts opening can take from 2-3 days to 1-2 weeks depending on a) the bank you choose; and b) whether you are in Singapore to sign the account opening documents; and c) the level of due diligence conducted by the bank.
If you are a foreign entrepreneur and need to relocate to Singapore to run your company, you will need to apply for EntrePass or Employment Pass.
Company Secretary
A company must have at least one qualified corporate secretary with a principle place of residence in Singapore. Your company incorporation agent will provide this service.
Registered Office
A Company must have a registered office situated within Singapore. Your company registration agent can provide this service if required.
Name Approval
All business entities require approval of proposed name prior to company registration in Singapore. This is the first step of Singapore company registration process and normally be accomplished in few hours.
The general rules for choosing a Singapore company name are:
- must not be identical or too similar to another business’ name
- must not infringe registered trademarks or patents
- must not be offensive or vulgar in any way
Company names that contain regulated words like Bank, Finance Company, Insurance, School, University, Media, etc. must first be approved by the Singapore Company Registration regulatory authority before they can be used which can take 1-2 weeks.
Exempt Private Company
A company is called an Exempt Private Company (EPC) if it has less than 20 shareholders, and none of the shareholders is a corporation.
An exempt private company registered in Singapore is relieved from filing copies of its accounts with the Registrar of Companies.
As per Singapore Companies Act, a company must file its audited accounts with ACRA on an annual basis unless it is an exempt private company.
Licenses and Permits
No special approval is required for most of the business activities in Singapore.
Only certain types of business activities are controlled by government agencies and require necessary approvals and license from relevant authorities before commencing business. Government approval is generally not required for companies to do business in Singapore with the exception of the following:
Banks and other financial institutions wishing to do business do require approval from the Monetary Authority of Singapore (MAS).
Certain activities, such as the production of cigarettes, beer, refrigerators and air-conditioners, operation of restaurants, bars, etc. require a license from the relevant government bodies.
Other Related Info
There are no exchange controls or restrictions on the introduction of capital or the repatriation of capital and profits and there are no currency regulations. Singapore has a minimum of business formalities for establishing a business and favors foreign investment.
Residents and non-residents may hold foreign exchange accounts. There are no controls or requirements on current transfers, payments, or repatriation of profits. The court system is very efficient and strongly protects private property, and there is no threat of expropriation. Singapore is known for its tough laws, strict enforcement and stiff penalties for offenders, and it exercises expedient and efficient procedures.
The corporate tax rates in Singapore are low in comparison with many of the other developed countries. Singapore has double taxation agreements with many other countries.
A company registered in Singapore is required to keep its accounting and other records that will sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets to be prepared. If such records are kept in a place outside Singapore, copies must be kept in Singapore.
It’s company’s responsibility to update Accounting and Corporate Regulatory Authority (ACRA) of any changes in its registered particulars e.g. change of company name, registered office address, change of directors, other officers, etc.
A company registered in Singapore cannot start to trade until it has been successfully registered with ACRA.
