Company Incorporation,
Secretarial Services & Compliance

There are different types of business entities that we may set up to carry out our business projects. The optimal company structure will depend on the business ideas or plans and goals you would like to achieve. Singapore companies commonly fall under following types:

• Sole Proprietorship. As a rule, you are a local person and would like to register a small business where you will be the only owner; it is easiest thing to do. However, there is no protection of personal assets from business risks and liabilities.
• Partnership.  This type of company is common for certain professions like lawyer or accountant when it makes sense to build a joint practice to get a business synergy. This model can work in few situations only and generally is no longer popular. Nowadays more and more partnerships are changing to Private Limited companies.

• In most of the cases, incorporating a Private Limited Company in Singapore is the best and preferred choice. Although there are more compliance requirements to follow, but its still the best corporate structure as of today. The liability of the members to contribute to the debts of the company is limited to the amount that they each agreed to contribute as a share capital to the company.  It comparatively easier for Private Limited to raise capital by bank finance or issuing additional shares. Ownership of a company may be transferred, either wholly or partially without difficulties. A Singapore private limited company enjoys various tax incentives with corporate tax rate up from 8.7% to 17% for profits above SGD 300,000, Furthermore, there are no capital gains tax and tax free dividends.

• Company Name.  Think of the desired company name and check with Company Registrar if it is available. It should not be identical or similar to already taken company names which often a case. Better you have several options or try name variations for make it easier. Once approved, the name is reserve for 60 days prior to incorporation.
• Registered Address.  To be able to register a Singapore company, you should have a local Singapore address as the registered address of the company. If you don’t have address right away, you can opt for virtual office services.
• 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.
• Directors.  A minimum of one resident director (a resident means a Singapore Citizen, a Singaporean Permanent Resident, or a person who has been issued an Entrepass, Employment Pass, or Dependent Pass) is required. The number of additional local or foreign directors is not limited. Directors must be at least 18 years old and must not be bankrupt or convicted for any malpractice in the past.
• Paid-up Capital.  Minimum paid-up or share capital for registration of a Singapore company is S$1. Share capital can be increased anytime after the incorporation of the company.
• Company Secretary.  It is mandatory to appoint a qualified company secretary within 6 months of its incorporation. The company secretary must be a resident in Singapore. If you use our corporate secretary services, our staff will be appointed as your company secretary.

Company registration is fast and generally hustle free for Singaporeans but foreigners wishing to open a Singapore company, should consider below points:

• We advise to engage a professional firm to register a Singapore company. Singapore law does not allow foreign individuals or entities to self-register a company.
• It is not obligatory to obtain Singapore working visa (Employment Pass) if you just need to incorporate a company but have no intention to reside in Singapore. You can still operate your company from overseas and visit Singapore on a visitor visa whenever required. But if you are not staying in Singapore, you will need to find a local resident director since each company must have at least one local director. You are able to use our Nominee Local Director service for such cases.
• If you plan to relocate to Singapore to operate your company, you are required to obtain work pass:  Employment Pass or Entrepreneur Pass. Once you have obtained your work permit, you can act as the local resident director of your company.
• Singapore company incorporation formalities do not require you to come to Singapore specifically for this purpose except for the bank account opening at a bank of your choice.

Singapore Companies Act requires every Private Limited company has a minimum of one local resident director. It can be a Singapore citizen, Permanent Resident, EntrePass holder, Employment Pass or Dependent Pass; and has a Singapore resident address. For incorporation of 100% foreign owned company it is required to appoint a nominee director to fulfill this mandatory requirement of the Companies Act.

Company’s directors and company secretary have legal responsibilities and accountable to conduct Annual General Meetings and to file Annual Return to Accounting Compliance Regulatory Authority of Singapore, (ACRA) and to submit its corporate taxation returns to Inland Revenue Authority of Singapore (IRAS). The nominee director who is a resident director be held accountable to all statutory requirements. Failure to comply with the statutory compliance is an offense that results in fines, penalty and prosecution.

Since the Nominee Director is held responsible to pay for company fines, penalty and prosecution charges as levied by the Authority for non-compliance, refundable security deposit is required for our service engagement. Our fees for nominee director service and security deposit vary depend on the risk levels of your business.

Upon your request we can assist newly incorporated companies by provision of Nominee Director Service at competitive rates. Once you are in position to appoint the local director who satisfies local requirements, our nominee director resigns and security deposit returns to the company bank account.

Requirements to engage our Nominee Director Service

• We provide such service only for subscribers of our full service package including corporate secretarial service, accounting, payroll, audit if necessary.
• We require presence of at least one foreign individuals shareholder to be the active executive director’s responsibility to run the business.
• Our Nominee Director is a non- executive position with no financial, operational or management responsibilities of the company.
•  Signing an Indemnity Agreement.
•  Refundable security deposit.

Registration Process

Company registration in Singapore is fully online; it is fast and hustle free. Normally the company can be incorporated in 1-2 days, bank account opening will take another 2 days. There are

Step 1. Company Name Selection and Approval.

Once the name is chosen, its availability confirmed and approved by Company Registrar, it is reserved for 60 days from the date of application.

Step 2. Company registration

The name has been approved,  the filing of the incorporation can be done in a few hours provided incorporation documents are prepared and have been signed by the directors and shareholders of the new company. A registration fee of S$300 is payable at the time of incorporating a private limited liability company.

Documents issued upon incorporation:

The Company Registrar will send an official email notification confirming the incorporation of the company. The email notification includes the company registration number and it is as the official certificate of incorporation in Singapore.

A business profile (Bizfile) with the particulars of the company can be obtained online. Bizfile contains following important information:

• Company name and registration number
• Previous names for the company, if any
• Incorporation date
• Principal activities
• Paid-up capital
• Registered address
• Shareholders details
• Directors details
• Company Secretary details

Company business profile is sufficient in Singapore for all legal and contractual purposes including opening of corporate bank accounts, rentals, subscribing to utilities, telephone etc.

In addition to that, normal incorporation package includes the delivery of:

• Share certificates for each of the shareholders
• Share register indicating shares allotted to each of the shareholders
• Company seal for the company
• A rubber stamp for the company

Step 3. Opening a Corporate Bank Account

After successful registration of your Singapore company, you can open a corporate bank account in any banks in Singapore such as UOB, DBS, OCBC, HSBC, Standard Chartered, Citibank etc. Most of the banks in Singapore require physical presence of the company Directors as part of the account opening procedure.

Step 4. Obtaining Business Licenses (if applicable)

Some of the businesses require specific business licenses that you should obtain prior to commencing your business operations.

Step 5. Goods and Service Tax (GST) registration (if applicable)

If the estimated annual revenue of your business exceeds SGD 1 million, your company must register for GST. If your company is GST registered, you will need to charge 7% to your customers on the goods and services provided and in turn remit this amount to tax authorities. GST registration is not mandatory if your company’s annual turnover does not exceed S$1 million. Once you register for GST, you are required to provide quarterly GST reports to Inland Revenue Authority of Singapore (IRAS).

After Registration: Important Compliance Matters

Once your Singapore company is up and running, the time starts to fulfill mandatory annual filing requirements and formalities.

Preparation of Financial Statements

All Singapore companies except dormant companies are required to prepare annual financial statements and file with ACRA / IRAS. The financial statements have to be prepared in accordance with IFRS (International Financial Reporting Standards) or SFRS (Singapore Financial Reporting Standards). The financial accounts should consist of Statement of Comprehensive Income (i.e. Profit and Loss Account), Statement of Financial Position (i.e. Balance Sheet), Cash Flow Statement, and Statement of Changes in Equity. With effect from 3 March 2014, companies will file their financial statements in XBRL in accordance with the revised XBRL filing requirements. We highly recommend engage professional service for annual XBRL filing.

Filing of Estimated Chargeable Income (ECI)

Singapore companies are required to declare the revenue amount and Estimated Chargeable Income (ECI) to Inland Revenue Authority of Singapore (IRAS) within 3 months of the Financial Year End for the company. A company will be exempted from ECI filing, if its revenue is less than 1mil during the year, and its all individual shareholders are less than 20.

Audit of Financial Statements

A company incorporated in Singapore will be subjected to audit, if:

• Entity is a Singapore company with corporate shareholding; or
• Entity is a Singapore company with annual revenue exceeding S$5 million.

Annual General Meeting (AGM)

Each Singapore company must hold an Annual General Meeting (AGM) once every calendar year. The following general rules apply to AGMs:

• The first AGM must be held within 18 months of its incorporation;
• Subsequent AGMs should be held within 15 months from the prior AGM, and in every calendar year;
• Accounts presented at the AGM shall be made up to a date not more than 6 months before the AGM;
• Private companies are allowed to dispense AGMs with a resolution which is passed by all members with voting rights.

Filing of Annual Return with ACRA

Each Singapore company must lodge an Annual Return (AR) with ACRA within 1 month of its AGM. Particulars of the company officers, registered address, and auditors (if applicable) and AGM details must be included in the AR.

Filing of Annual Tax Return with IRAS

Each Singapore company must file its annual tax return with IRAS by November 30. Singapore adopts the preceding year basis for taxation. The profits for the financial year ending in the preceding year will form the basis for filing the tax return in the current year. A tax computation should be prepared in accordance with prevailing tax ruling, detailing profit (loss) from prior year, less or add any expenses / income disallowed / allowed during the same period for tax purposes. Detailed supporting schedules of line items from the profit and loss statement should be prepared at the same time. All documents should be retained for checking purposes. To make a hustle-free and worry-free submission, we recommend having a professional tax agent take care of your tax filing needs.