What is Company Registration in Singapore?
In Singapore for company registration there are number of requirements which must be complied with for a person who wishes to operate a business here. With a team of professionals we can help in setting up Singapore Corporation. In Singapore, for foreigners self-registration of new company is not allowed.
To register a new business the most common way is to create private limited liability company. It is a separate legal entity and provide shareholders protection from debts beyond the amount of capital they contribute. For company registration, there are rules set forth in Singapore Companies Act. Singapore Companies Act allows anyone above 18 to register a company in Singapore. This form of company incorporation provides the most efficient tax structure.
Here are the following benefits of company formation in Singapore:
- To take advantage of Singapore Double Tax Agreements,enjoy Singapore tax resident status, tax exemption schemes and tax incentives such as the Productivity and Innovation credit which incentive companies to improve their productivity by purchasing technology.
- Limited liability of members.
- Only a foreigner or local entrepreneurs of 18 years old or above are allowed to register Singapore Company and for directors of a private limited companies, there is no age cap.
Requirements of Company Registration in Singapore
- Company Name
Before company registration in Singapore, one must acquire approval for new company name.
There is a requirement of at least one Resident Director who can be a citizen, permanent resident, or someone with a valid employment pass or dependent pass. One can appoint as many directors, as they want local and foreign. It must be ensured that they are not younger than 18, and have a clean criminal record and can't suffer from bankruptcy. In company directors need not be shareholders.
In Singapore, in a Private Limited Company there can be shareholders between 1 and 50. Shareholders can be individuals or entities, whether local or foreign. After company incorporation one can issue or transfer shares to shareholders. In case the private company has at most 20 shareholders, company is considered as an Exempt Private Company (EPC), and no corporation holds (directly or indirectly) any beneficial interest in the EPC's shares. If the Company fulfilled the small company requirement then EPC will enjoy audit exemption. There is a requirement of minimum of one shareholder. 100% foreign ownership is allowed.
- Company Secretary
According to Section 171 of the Singapore Companies Act, there is a requirement of appointing qualified company secretary within six months of incorporation. A sole director or shareholder cannot be a company secretary, who must be a natural person living in Singapore.
- Paid-up Capital
A company must have at least S$1 in paid up capital, though it can be increased at any time after incorporation. Singapore companies do not use authorized capital and it can be Ordinary shares, preference shares or other shares.
- Registered Address
For company registration in Singapore one need to register a local business address which can be residential or commercial, but can't be a post office box. Under the Home Office Scheme, homeowners are allowed to conduct small-scale businesses using their residential premises. This scheme also applies on both HDB and private properties. Before or after company registration with ACRA, application for approval can be submitted to HDB or URA under the Home Office Scheme.
Singapore's tax exemptions and incentives:
- On first S$300,000 of annual profits, pay not more than 8.5 percent tax and 17 percent thereafter.
- No dividend or capital gains taxes.
- Singapore companies enjoy world's best tax benefits and business reputations.
For Company Formation in Singapore Considerations for Foreigners
- The records of director and shareholder are public accessible on the fee of $5.50.
- Foreigners are forbidden to self-register a company in Singapore.
- If you are interested to run a Singapore company but not live in Singapore, then there is no requirement of Singapore visa. One can operate a company from anywhere in the world and using a visitor visa one can visit on short-term basis. But there is a requirement of local director living in Singapore.
- In case one wishes to operate the company locally then they require Employment Pass or Entrepreneur Pass and with this pass, one can be the company’s local resident director.
Required Documents for Company Registration in Singapore
Here are the following documents are required for company registration in Singapore:
- Name of the Company
- Brief Description of Business Activities
- Details of Shareholders
- Details of Directors
- Registered Address Details
- Details of Company Secretary
- Memorandum and Articles of Association (MAA).
- A standard MAA document is provided by Singapore Company Registrar which is suitable for most instances.
- Generally there are no restrictions except for financial services or other politically sensitive businesses.
Company Registration Procedure in Singapore
Singapore Registrar of Companies is fully computerized. One can reserve company's name and company registration can be done at the same time.
- Name Reservation
Before registration, Singapore Government must approve company name. The process will be oversee by Company Registrar. The Company Registrar should notify their decision instantly. In name approval there are certain words which can slow down the process such as law, media, bank and finance. In case of using these words another Government Authority will intervene, where there will be possibilities of delaying the process by days or weeks.
For expediting the process, select a name which:
- is not similar to existing local company name and it must be different
- does not infringe any trademark
- is not bad, obscene or rude
- is not already reserved
Name can be for 60 days and it can be for another 60 days by filing an extension.
- Company Registration
After the name approved by Registrar of Companies, incorporation application and documents will be processed within few hours. People from certain countries might find their application delayed which means that the Government Authorities will need to perform additional interrogations.
Post Registration Requirements in Singapore
- Certificate of Incorporation
An email will be received from the Company Registrar. An email will confirm about the incorporation and informs Company Registration Number. This will be an official certificate of incorporation. In Singapore paper certificates are no longer uses, although on the payment of S$50 fee, the Company Registrar will give it. Usually, the processing time is from 3 to 5 days.
- Company Business Profile
Company Registrar will create a company business profile for Register Company after completion of the registration process in Singapore.
Following information is included:
- Name of the Company and registration number
- Previous names of the company (if any)
- Date of Incorporation
- Principal activities
- Paid-up capital
- Registered address
- Details of Shareholders
- Details of Directors
- Details of Company Secretary
After receiving an email notification and business profile, one can proceed with all legal and contractual tasks that need to perform in Singapore.
- Corporate Bank Account Opening
In Singapore, there are many banks such as HSBC, Standard Chartered, Citibank, DBS, OCBC, and UOB. If one can make an appearance in Singapore then there will be wider choice of banks. If one can visit Singapore then they can evaluate its facilities.
- Apply for Business Licenses
If one is engaged in certain type of businesses then there is a requirement of special license. It applies to those companies which perform activities related to:
- Educational Institutes
- Travel Agencies
- Financial Services
- Import/Export Of Goods
- Employment Agency
- Goods and Service Tax (GST) Registration in Singapore
If the annual revenue of a company will exceed S$1 million then there will be a requirement of GST. In case annual revenue is below S$1 million, you don’t have to obtain GST registration. After receiving GST registration, one get to charge their customers an additional 7 percent for the goods and services. This money must turn it over to the Singapore Authorities.
- Annual Filing Requirements
After company incorporation, annual filing compliance are need to be complied with.
- Annual Income Tax Requirements
Annual income tax filing requirements and formalities are also required to be complied with. Which are defined in the Singapore Income Tax Act.