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Company Incorporation in Singapore: A Comprehensive Guide

Company Incorporation Process in Singapore

Singapore is an island city-state off southern Malaysia, is a global financial center with a tropical climate and multicultural population. Singapore’s national regulator of Business entities and public accountants is the Accounting and Corporate Regulatory Authority (ACRA). It is a statutory board that oversees the regulation of Companies and public accountants in Singapore and facilitates the development of Companies. It is vested with the power to impose fines and issue court orders and also on the ongoing compliance requirements as under the Companies Act. Here in this article, we will talk about Company Incorporation Process in Singapore.

Market Opportunities

Singapore is considered to have political stability and also a pro-business policy which attracts a lot of investors in Singapore. Apart from this, Singapore provides the entrepreneurs with relatively good benefits from and around the world which helps the start-ups to come up and company incorporate in Singapore. The Singapore law does not allow foreign individuals or foreign corporate entities to self-register a Singapore Company. There is a swift and fast incorporation process. Singapore is on a drive to nurture a transparent business climate which is attractive, useful and comprehensive for business owners, investors, and shareholders. Companies can view the ongoing compliance requirements as beneficial to their companies and business operations as well. ACRA has recently implemented XBRL system which has helped in the assessment of financial performance.

What are the Advantages of Singapore Companies?

  • The financial benefits can be availed immediately.
  • It is a tax haven Country, so the tax rate is low.
  • It has Zero Tax rate on Capital Gains by the Company
  • It has Zero tax rate on the dividend paid to the shareholders
  • The Singapore Companies have a separate legal entity and the partners are not personally liable for the losses or the debts or wrongful acts of the partners. The partners are personally liable for the claims against his personal wrongful acts or omissions.
  • Perpetual Succession: this means that any change in the partners of the Company does not affect the existence, rights or liabilities of the Company.
  1. Types of Companies:

Private Limited Company: this is the most common type of Company formed in Singapore. Unlike the Sole Proprietorship and Partnership, it as the separate legal status from the shareholders and the Directors who have limited liability for the debts and losses of the Company. It can own properties in is the name. Words like Pte Ltd is required to be in the part of its name. The main features of a Private Limited Company are:

  • A legal entity is separate from its shareholders and the directors.
  • It has the power to sue and be sued in its own name.
  • There is a requirement of a minimum of 1 and maximum of 50 shareholders.
  • The registered office should be in Singapore only.

Shelf Companies: there is one more type of company in Singapore that is shelf Company. The basic feature of Shelf Company is

  • This type of Company is incorporated as a Singapore Private Limited
  • It is a type of Company with a single shareholder and one share.
  • The paid-up capital is of S $ 1.
  • It has a registered local address.
  • The requirement of Company Secretary is there.

Limited Liability Partnership: is a blend of partnership and Private Limited Company. A Limited Liability Company gives the owners the flexibility of operating as a partnership while having a separate entity like of a private Company. It is considered to be suitable for the individuals engaged in professional services such as lawyers, architects, accountants, and management consultants.

The basic feature of a Limited Liability Partnership is:

  • Separate legal entity
  • Partner have limited liability
  • Minimum of 2 partners are required, there exists no maximum limit.
  • Partners can be individuals or a body corporate.

What are the Mandatory Requirements of Company Registration in Singapore?

  • There should be minimum one Singapore Resident Director.
  • The Company should have a resident Company Secretary
  • There is a requirement of a minimum one shareholder, which can be either Individual or Corporation.
  • The registered office should be located in Singapore.
  • Initial paid up capital of the Company should be at least S$1.

What is the Company Incorporation Process in Singapore?

The process of Incorporation in Singapore involves:

  1. Company name: the first and foremost thing is deciding on the Company’s name. The Company name must be approved by the ACRA before the Company is incorporated. ACRA has the authority to reject the name if it is identical to another existing Company name, is undesirable or similar to established names or trademarks.
  2. The complete details are supposed to be filed online on the official website designed for this.
  3. Reservation of the name: upon reservation of the name, and after the approval is received, all the list of documents required are prepared. The name reservation approximately takes 1 day. There are three outcomes that can be received: name can be approved, rejected or referred. After the approval name is reserved for a period of 60 days and incorporation should be completed within this period.
  4. The signing of the incorporation documents: the documents shall be signed in the presence of a notary public or at a Singapore High Commission.

Taxation Aspect in Singapore

The Singapore registered company enjoys attractive tax exemptions and has great incentives. The Company pays less than 9% for the first S $3,00,000 the Company’s make in annual profits followed by a flat rate of 17% flat thereafter. In the case of Singapore Companies, they are not supposed to pay capital gains or dividend taxes. The Companies of Singapore are required to submit the annual tax returns to the Inland Revenue Authority of Singapore (IRAS). The time to submit audited or unaudited accounts is on 30th November annually. Singapore adopts the preceding year basis taxation. The profits of the financial year in the preceding year forms the basis for the filing the tax return in the current year.

What are the Documents required for Company Incorporation in Singapore?

  • Company Name
  • A brief description of business Activities
  • Director’s particulars
  • Registered office
  • Shareholder’s particulars
  • Company Secretary particulars
  • Constitution
  • For non Residents: Copy of passport, proof of overseas residential address, KYC information etc.
  • Residents of Singapore: Copy of Singapore identity card
  • Corporate entity Shareholders: registration documents(certificate of Incorporation and constitution).

Singapore is thus considered as a premier international business center and has unprecedentedly achieved growth and socio-economic development. Singapore has been an incredible jurisdiction for offshore company formation offering higher reliability and security to the investors through a flexible regulatory framework. Singapore actively encourages foreign investment and offshore activities through the board of investment. The government has introduced a wide range of incentives to attract foreign investment [1]and consolidation of the legal and fiscal framework making it modern and friendly legislation attracting thousands of offshore entities. Connect with Enterslice to know the complete Company Incorporation Process in Singapore.

Narendra Kumar

Experienced Finance and Legal Professional with 12+ Years of Experience in Legal, Finance, Fintech, Blockchain, and Revenue Management.

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