Incorporation In Singapore

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INCORPORATION COMPANY IN SINGAPORE

5 steps to get your Singaporean Company on board- A comprehensive guide on set up company in Singapore

Part 1: What do I have to know before I register my company in Singapore?

Before you register your Singapore Company, you’ll need to be aware of these requirements: 

  • Your company name needs to be approved before incorporation.
  • You need to appoint a minimum of one resident* director. An unlimited number of additional resident or non-resident directors can be appointed as well. Both resident and non-resident directors need to be at least 18 years old, not bankrupt, and free of any malpractice charges in the past.
  • You can have anywhere between 1-50 shareholders, which may or may not be directors. Shareholders can consist of both local and non-local individuals or companies, and 100% non-local shareholding is allowed. After a Singapore company is incorporated, shares can be freely issued or transfered at any time. 
  • You need to appoint a qualified resident* company secretary within 6 months of your Singapore company’s incorporation. Sole directors and/or shareholders cannot act as the company secretary.
  • You need to possess a minimum of S$1 worth of paid-up capital (also known as share capital) to register your Singapore company. This amount can be increased any time after your company is incorporated.
  • You need to provide a local, physical Singapore address as the registered address of the company. The registered address can be either a residential or commercial address, but not a P.O. Box.
  • Singapore-registered companies enjoy attractive tax exemptions and incentives. Your company pays less than 9% for the first S$300,000 you make in annual profits, followed by a flat rate of 17% flat thereafter. Singapore companies do not have to pay capital gains or dividend taxes. For further information on taxes, refer to our Singapore corporate tax guide.

* refers to a Singapore Citizen, Permanent Resident, or holders of Singapore work visas (EntrePass or Employment Pass)

Part 2: I’m not a Singapore resident and I’d like to incorporate a Singapore company. What do I need to know?

Besides the general guidelines mentioned earlier, here’s some additional information that non-Singapore residents need to consider:

  • You must engage a professional firm to register your Singapore Company – under Singaporean law, non-resident individuals or entities cannot self-register a company.
  • You are not required to obtain a Singapore work visa to incorporate a private limited company if you are operating your company from overseas. You can visit Singapore on a visitor visa when you need to attend to company matters on a short-term basis. However, in such cases, you will need to find a local director to fulfil the minimum one resident director requirement. We can elect a nominee local resident director on your behalf
  • If you plan to move to Singapore to operate your company, you are required to obtain an Employment Pass or Entrepreneur Pass, which will allow you to act as the local resident director of your company.
  • All Singapore company incorporation and work permit formalities can be handled without you having to physically visit Singapore – unless you intend to open a bank account at a Singapore-based bank.

Part 3: What documents are required to register my Singapore Company? 

To incorporate your company in Singapore, you’ll need to provide the following documents:  

  • Company name
  • Brief description of business activities
  • Shareholders' particulars
  • Directors' particulars
  • Registered address (Included in our service)
  • Company secretary particulars (Included in our service)
  • Constitution (Included in our service)

Part 4: How will I know when my Singapore company has been incorporated?

When your Singapore company has been incorporated, ACRA will send an official email notification to confirm it. The email notification includes the company registration number and is treated as the official certificate of incorporation in Singapore. 

A hard copy of the certification of incorporation is no longer issued by default. However, if you need one, you can make an online request to ACRA after incorporation for S$50 per copy. Hard copy certificates of incorporation can be collected the next day from the ACRA office.

Besides the certificate of incorporation, you will also be able to obtain a PDF version of your company business profile by making a request online and paying a nominal application fee. The company business profile is usually available for download within an hour of the request and contains the following key details:

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

The email notification of incorporation and company business profile are sufficient in Singapore for all legal and contractual purposes, including the opening of corporate bank accounts, signing of office leases, subscriptions to telephone/internet services, etc.

Some of the other items you will almost certainly need upon registration of your Singapore company include:

  • 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

Part 5: What do I need to do after successfully registering my Singapore company?

After successfully registering your Singapore company, you can open a corporate bank account in any of the major banks in Singapore such as HSBC, Standard Chartered, Citibank, DBS, OCBC, UOB, etc. 

Many Singaporean banks require the physical presence of the company principals as part of the account opening procedure. If you are unable to visit Singapore, you should choose a bank that does not have this requirement.

You may also need to obtain one or more business licenses before you can commence your business operations. Business activities under this category include restaurants, educational institutes, travel agencies, financial services, import/export-related industries, etc.

If the projected annual revenue of your company exceeds SGD 1 million, you need to register for the Goods and Services Tax (GST), which is known as Value Added Tax (VAT) or Sales Tax in other countries. GST-registered companies need to charge this tax (currently 7%) to their clients on the goods and services provided, and remit this amount to the tax authorities.

Finally, the Singapore Companies Act mandates certain annual filing requirements and formalities for incorporated Singapore companies

 

 

534 Last modified on วันอังคาร, 13 มีนาคม 2561 16:09
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