Singapore Company Registration in 2022-23
Singapore is an island country in the Southeast, however, it has vibrant culture & heritage, and is a major hub for business investment. This nation is known as the “Asian Tiger” and is one of the quickly thriving economies in Asia.
This island nation’s strategic position in Southeast Asia makes it easy to trade, foreign exchange, and import. It is home to one of the most friendly investments and trade policies.
Investors find Singapore attractive because of its corporate-friendly programs and digital enhancements. Although, it is considered one of the simplest nations to do business in the world. However, it takes about 2-3 days to register your company in Singapore.
It offers tax exemptions for start-ups and helps them with various schemes during their first days. Foreigners can find it difficult to establish a company in Singapore. This article will lead you through the steps for Singapore company registration.
If you’re an established company anywhere in the world and looking for a break from its heavy-handed convoluted taxes, Singapore is the best place to incorporate your holding company.
Why?
- For one thing, corporate taxes in most countries are still at 30% for big-bracket-earners while those in Singapore are just 17%.
- Top that with 0% Capital Gains Taxes (15-20% in general). This is why VCs, Angel Investors, & Institutional Investors love Singapore.
- 0% taxes on Dividend Distribution (now disguised as 10% TDS on dividend income)
Big companies, such as Flipkart, MobiKon, and MediaLink have incorporated their parent companies in Singapore even as they continue to own 100% shares in their other subsidiary.
Why register your company in Singapore?
An increasing number of corporations, entrepreneurs and ventures from all walks of the globe are choosing Singapore to incorporate their businesses. There are many reasons why Singapore is chosen by these companies.
Singapore is ranked the world’s most convenient place to do business
There are many reasons to register your Singapore company. We’ve mentioned down some of the main objectives of Singapore company formation.
- Strong economy
Singapore has a strong independent market economy that relies on finance, trade and manufacturing. The country has experienced rapid growth and development.
Singapore has a strong economy because it has used its resources wisely. This is why so many entrepreneurs have set up shop in Singapore.
- Attractive taxation scheme
Singapore has a simple and rational tax system. Entrepreneurs who want to open a new company in Singapore will find it lucrative because there is no tax on capital gains and dividends.
Singapore’s corporate tax rates range from 0% to 17%, which is very low compared to other developed countries.
- Double Taxation Avoidance
Singapore has bilateral double tax avoidance treaties with over 50 nations. Double taxation avoidance agreements guarantee that transactions between Singapore and treaty countries don’t include double taxes. Singapore also offers Unilateral tax credits to countries that don’t have such agreements.
- 100% Foreign Ownership
Singapore allows foreigners to own 100% of the stock of a company that is incorporated here. No local shareholders or partners are required. The amount of capital one can bring from home to invest in the Singapore Company is also not restricted.
- Seamless Incorporation & Operation
Singapore Company Registration is straightforward. You don’t have to fill out complicated paperwork.
- Pro-start-up environment
Singapore has adopted a number of tax incentives and in-kind assistance schemes to encourage growth and innovation. These benefits were available to both foreign and local entities.
- World-class infrastructure
Singapore boasts a world-class infrastructure which is a boon to businesses. This infrastructure is also a boon for businesses. It has helped to increase productivity.
How to perform a Company Registration in Singapore?
- Learn and understand requirements for company registration in Singapore.
- Collect supporting papers and determine the corporate system
- Confirm the availability of the company name you are interested in
- Sign incorporation documents
- Create an new a bank account for the firm you have just created
Documents needed for Singapore Company Registration
Register your company in Singapore
This form contains all pertinent information such as company name, shareholding structure and directors.
Completed KYC form (If you are engaging nominee director service).
This form contains all pertinent information such as company name, shareholding structure and directors.
Copies of passports for all directors/shareholders of the proposed new company
Documentation proving identification of all directors/shareholders of the new company
All directors and shareholders must have proof of their residential address
Most often, a utility bill, telephone bill or bank statement with an address suffice.
Memorandum of Association and Articles of Association
ACRA is the standard format for Association and Articles of Association.
Profile of the client's business in his country
Certificate of incorporation for your business in your home country. You can also provide your work history and experience if you do not currently own a business. This document is required for corporate stakeholders.
Bank statement / Bank reference letter
As per the name of your firm in your home country. You can also issue a reference letter in your name.
Certificate of incumbency from parent company
A certificate of incumbency is required for foreign corporations that hold shares. This document includes the latest names of shareholders and directors in the parent company.
Eligibility criteria for Singapore company formation
- Minimum 1 shareholder
To register your company in Singapore, you should possess at least one stakeholder. A stakeholder can be a person or another business. You can have multiple stakeholders.
A Singapore PLC can have 50 shareholders. It is feasible to possess 100%, foreign shareholders. All stakeholders can be foreign nationals.
- Capital at least SGD 1
With a capital of only 1 Singapore Dollar, you can begin your Singapore company. You can later, if necessary, increase your capital by injecting additional money and notifying the company registry.
- Singapore has at least one director
Directors of a Singapore firm can be both Singapore citizens and foreign citizens. However, there should be 1 Singapore citizen to be added as a Singapore Director into the BOD list. Eventually, a company can’t be a director.
To satisfy this requirement, you can use our nominated director service if you do not have a Singapore resident. For more information, please visit local director options.
- Singaporean Company Secretary
A Singapore company must appoint a company secretary, who is based in Singapore. The company secretary ensures compliance with company filings and regulatory obligations. We will designate a company secretary for your company when you incorporate it through us.
- Singapore Registered Address
A registered address must be provided for the company in Singapore. All statutory papers should be restrained at this address. It can’t be a PO Box.
We will assign our address to your company’s registered address when you incorporate your business through Odint Consultancy.
Various types of business entities in Singapore
- Private Limited Companies (Pte Ltd)
A PLC is highly adjustable, broadable and advanced of all the types of companies in Singapore. This type of business is more traditional than a sole proprietorship (SP) & LLP.
Private limited companies are defined as having fewer than 50 shareholders and not making their shares available to the public. Private limited companies can have other individuals or companies as shareholders.
- Sole proprietorship
The modest form of the firm system, the sole proprietorship, is not the same as a separate corporation. This implies that the firm proprietor and the business are affected equally. All assets and liabilities are acquired by the firm owner.
Private properties are not safeguarded from business liabilities or risks. A sole proprietorship is legal but not an entity. This implies that the proprietor, whether a person or a lawful entity and the industry are one entity.
A sole proprietorship can only be registered by Singaporeans, Singapore permanent residents, or EntrePass holders. The company’s liabilities and risks do not protect the owner’s assets.
Unfortunately, numerous people don’t realize this and it is best to avoid creating this type of entity.
- Only to Singapore citizens, Permanent Residents, and Entrepass holders
- The proprietor is himself is accountable for the company’s legal identity
- Revenues are liable to personal IT rates without access to tax incentives
- No permanent succession and non-transferable ownership to another person.
- It is much harder to entice foriegn investment. Hire staff and scale internationally.
- These are often used by hobby eCommerce sellers or small shops in the neighborhood.
- Limited liability partnerships (LLP).
This type of commodity blends the best of both alliances and firms. An LLP partnership is the most sophisticated and modern of the three types of partnerships. Each partner is generally exempt from liability.
An LLP can be acquired by at most two members, individuals, or corporate bodies & is a distinct lawful commodity from its partners. An LLP is usually established to practice a profession such as architects or attorneys. Where two or more people would like to form a joint practice in their respective fields.
Profits are liable to the private income tax rates of the partners if they are individuals and business tax rates for corporate entities. An enlisted LLP may govern more like a partnership, while still receiving the advantages of being a Pte Ltd. The owner of the LLP must agree on the division of profits.
- Only to Singapore residents, Permanent Citizens, and Entrepass holders
- Legal entities formed with a minimum of two members and no primary limit.
- Profits are liable to private IT rates without access to tax incentives
- Members are privately accountable for drawbacks and responsibilities of the company.
- Law firms often use this method to limit liability for partners in different deals.
- General Partnership
A number of partners: 2-20 Singapore residents, permanent residents, Employment Pass/Dependant Pass holders, and foreigners are eligible to apply if they choose to appoint a local manager.
Annual review of registration. Personal income tax is applicable. You cannot own property under the business name.
- Limited Partnership
There should be at least 2 partners, of which 1 is a general partner and 1 is a limited partner. Maximum is 2. Any foreign or local person or company is eligible to apply. The penalty of the General Partner is unlimited.
You must appoint one local manager. You must appoint one local manager. Personal income + corporate tax rates are applicable. You cannot own any property under the business name.
Additional business entities that can be forged in Singapore
- Foreign Company Subsidiary
- Foreign Company Singapore Branch Office
- Representative Office for Foreign firms in Singapore
Steps for Singapore Company Registration
You must be a foreigner to document your Singapore company registration application. You can still have 100% of your Singapore company registration shares even if you don’t plan to move to Singapore.
If you do not aim to move to Singapore, you will require one local Singapore Director. This person must be a holder of a PR Visa, EntrePass and Employment Pass holder.
Step 1: ACRA Approves the Company Name
- Your chosen name should be unique, easily understood, legible, and without offensive parts.
- Copyright and trademark issues are not a problem with your company name.
- Additional approval may be required if your company name includes words such as “Bank”, “Finance”, “Educational,” or “Media”
Step 2: Acquire all the papers you will be required to register your company in Singapore.
- ACRA approved company name
- Here is a concise list of all business activities
- Address of the Company in Singapore
- Names and IDs of Shareholders
- Names and IDs of Directors
- Names and IDs of the Company Secretary
- Non-Singapore Entrepreneurs must submit a passport copy and residential proof
- Non-Singapore businesspersons are required to accept a Company Constitution (incorporating the initial Article of Association and Memorandum of Association).
Foreign Individuals Need the Following Documents:
- Passport (Copy Of)
- Resume with letters of recommendation/proof of employment
- Local Address
- These documents are required by foreign companies:
- Previous jurisdictions have issued a Certificate of Incorporation
- Company Extract – Name, address, registration code and paid-up capital. IDs & addresses for stakeholders & Directors. Record of legal company’s
- Resolution Designating Authorized Person to keep stakes & Sign Documents for the Singapore
- Chart of Organizations showing ultimate beneficiaries for the Singapore Company
Step 3: Company Constitution (formerly the Articles of Association and memorandum of Association documents). Now, to contain
- Name of the business
- List of business activities
- Singapore business address
- Documents of director stakeholders and division of
- Details of directors, stakeholders and division of
- The legal clauses that outline limited liability, capital distribution and subscribers, as well as the rules for the company, are important.
If you don’t wish to create your company constitution, the ACRA offers a template you can use.
Step 4: File your application on the BizFile+ Portal
Once all papers are in order, round out the ACRA’s BizFile+ page & tap onto “Submit”.
Step 5: Confirmation Of Incorporation
The ACRA will email you after you have made the payment to inform you that your company was successfully registered.
The mail contains the firm registration number and a link to your digital document of the Certificate of Incorporation. A hard copy can be obtained from the ACRA at a later date.
Step 6: Acquire company licenses & permissions
You will need permits and licenses for certain business activities. Restaurants, cleaning companies, academic institutions, travel agencies and financial service agencies, as well as import/export businesses, are all examples of business licenses required. You will need a business license.
Step 7: Get Share Certificates
Each shareholder is issued a share certificate by the corporate/company secretary. This verifies their proprietorship of the firm.
Step 8: First Board Resolution
You must organize a shareholder meeting after registering your Singapore business. This will authorize you to appoint at most one director. The shareholders must also approve resolutions for the employment of other key personnel such as the auditor and company secretary.
Step 9: Annual Filings and Returns
- Principal activities
- Paid up capital
- Registered address
- Information about Shareholders
- Information about Directors
- Information about Company Secretary
- After obtaining an email message with a business form, one can begin all legal and contractual tasks.
- Annual filings are required after a company is established in Singapore.
The IRAS allows you to file your annual income tax.
Step 10: Corporate Secretary
A skilled firm secretary should be elected within six months after company registration in Singapore under section 171(a) of the Singapore Companies Act.
Corporate secretaries can be appointed by citizens of Singapore, who are not shareholders or sole owners.
Step 11: Paid up Capital
A minimum of $1 is required at the period of company registration in Singapore. This amount can be increased after incorporation.
For foreigners, considerations when company registration in Singapore
You can register your company in Singapore, if you are a foreign national. Here’s how to do it.
- Public access to shareholder and director records is available for $5.50
- Do not try to self-register your business. This is not authorized in Singapore. Instead, you can hire 3E Accounting to guide you through the registration of a Pte Ltd company.
- A Singapore visa is not required if you are a Singapore resident but want to manage your Singapore business. The company can be operated from any part of the world. You can also visit the country temporarily with a visitor visa. However, you will need a Singaporean director. 3E Accounting is a local nominee director.
- If you intend to run the company locally, you will need an Employment Pass and an Entrepreneur Pass. This pass allows you to be the resident director of the company.
- 3E Accounting handles all aspects of incorporation and acquisition of work permits for your company without you ever having to travel to Singapore.
- You may expect to be available at the time of opening a bank account. This depends on which bank it is.
Open a bank account and incorporate a company
After the incorporation documents have been signed and received, the company will be registered with Singapore’s Accounting and Corporate Regulatory Authority. It takes less than one hour to register your company in Singapore.
The necessary papers will be granted by ACRA:
- eCertificate Of Incorporation
It is an electronic document that confirms the company’s registration in Singapore. See the sample certificate to see the company name, date of incorporation and Unique Identification Number (UEN) number.
ACRA does not issue a hard copy of the certificate. It is not needed for any purpose in Singapore. The e-Certificate is sufficient.
- Company Profile
This document outlines the business system of the firm. This document contains information about the company’s main business activities, registered address, details about shareholders and directors, as well as the shareholding structure.
All official documents are immediately accessible on our online portal after registration. Once your Singapore company has been registered, you can start doing business under it.
Advantages of Singapore company registration
As there are numerous advantages of Singapore company registration, however, we’ve listed down some of the key advantages of it.
- Singapore Business Growth Speeds Up
- Telecommunications are a great option
- Tax incentives support new businesses
- Intangible Assets
- Economic Freedom
Company Shareholders
- The owners of the company
Shareholders own a company. They invest in it to get a return on their investment in dividends and growth in the company’s value.
- Nature of Shares
Singapore firms should possess at most one shareholder. When a company is founded, founders decide how many shares they want to issue and to whom. Founders usually issue shares to their shareholders. It’s not the number of shares you have that matters; it is the proportion of total shares that you own.
This indicates how much ownership you have in the company. Share certificates are issued to shareholders to prove ownership. As the company grows, shares can be issued in greater numbers. This allows the company to raise additional capital to run its business.
- Rights and power of stakeholders
A company is an independent legal entity. Therefore, holding a share of a company doesn’t give the shareholder any legal rights in its property, assets, or intellectual property.
It offers the stakeholders a set of rights, as specified in the company’s constitution documents, so long as the firm is still operating. The shareholder can also receive a portion of the assets of the company if the company ceases to be functional.
Although shareholders are not allowed to have any say in the running of the company day-to-day, certain powers are granted by Singapore law depending on which class of shares they hold.
In the next section, we will discuss the different types of shares. The main powers for ordinary shares are:
- To vote and attend general meetings: Shareholders can vote at general meetings to elect the board and propose and vote for resolutions.
- Share in the company’s profits: Dividends are paid to stakeholders. The company will pay the dividend proportionally to the number of shares each shareholder holds unless an agreement is reached.
Sometimes, the shares of the company are divided into different classes and the dividend that is paid to each class may vary.
- To receive a final distribution if the company winds down: Shareholders get any assets that remain after paying all costs and debts. In the shortage of a treaty, the residual aids will be allocated between stakeholders according to their stake holdings.
Sometimes, the Articles of the company will give preference to one type of share over another in the distribution.
The following powers are granted to shareholders under Singapore law:
- Public companies have the power to veto capital reductions.
- The power to amend, adopt or cancel any requirement of the firm’s Constitution.
- The ability to approve auditors of the company.
- The power to fire directors.
The following liberties are accessible to minority stakeholders:
- The Constitution of the company grants rights.
- You have the right to access information regarding company affairs.
- The right to vote in and call the general meetings.
- The right to be treated fair. Redresses under Section 216 are available to shareholders if they realize that their freedoms have been violated.
- You can wind up your company.
Singapore Company's tax residence
If the company’s control and management are in Singapore, it is considered to be a tax resident. Control and management refer to the taking of strategic decisions, such as those regarding company strategy and policy.
The locale of the Board of Directors meetings is a key aspect in determining the place where control and management are exercised. The firm must have an official director, or key management personnel, who signifies a crucial part in decision-making depending in Singapore.
This is also a crucial aspect in specifying the areas where control and management are exercised. A company is generally considered to be non-resident in Singapore if its directors manage the business and attend board meetings outside of Singapore.
Even if day-to-day operations take place in Singapore, this is still true. Depending on the circumstances, a firm’s residency may alter from year to year. Because the overseas parent company controls and manages the Singapore branch, it is not considered a Singapore tax resident.
Except for certain benefits that are available to residents, the basis for taxation of a resident and non-resident company is generally identical.
- Singapore tax resident companies are eligible for the income tax freedom strategy for fresh start-up firms
- Singapore-based tax residents can receive income tax freedom for abroad sourced earnings, branch profits and foreign-sourced service revenue, subject to certain conditions.
- A Singapore tax resident company can enjoy the advantages of Avoidance of Double Taxation Agreements, (DTA), which Singapore has signed with treaty countries.
- It is important to note that the location of a firm does not certainly indicate the tax residence of a firm.
Conclusion
Singapore is a great place for budding entrepreneurs to set up a business, due to its strong economy, strategic location and tax policies make it a great place to start a business. You can also register your company in Singapore from anywhere in the world.
Foreign nationals who want to a Singapore company registration must engage with a Corporate Service Provider who provides company registration in Singapore and deals with incorporation procedure. Odint Consultancy will assist you in resolving all the legal and corporate producers.
Simply give us a call to get in touch with our Odint business advisors.
FAQ’s
In addition to complying with legal requirements registration of your business is also advantageous. To suppliers and customer’s businesses, a registered company appears more authentic because the information about your business is searchable and verified through ACRA
It helps you establish your identity and increases the credibility of your business Registration of a company helps prospective customers to recognize your business as legitimate. It can help you attract funding and business opportunities, and also it makes you eligible for a loan for business.
It is legal to run sole proprietorships without having to register your business. But remember that this doesn’t provide you with any legal protection should you fall into financial difficulties or are subject to legal lawsuits.
The government does not see a reason to permit home-based food companies because of the tiny amounts of food they offer according to Singapore’s Singapore Food Agency (SFA).
There is no requirement to physically appear before authorities declare your business. The entire process is completed through the Bizfileand the digital portal. Be aware that residents of other countries need to apply for a Singpass before registering their business.
A Singpass is a government sustained digital login and designation system that authorizes you to transact with numerous regional authorities.
With a maximum of 17% at the time of the fiscal year, 2021 Singapore offers one of the lowest corporate tax rates anywhere in the world. Furthermore, it is home to Singapore’s Inland Revenue Authority of Singapore (IRAS) provides tax-free tax breaks for startups.
Yes. If you plan to operate your business outside of Singapore, which is one of the most effective options to incorporate as a Private Limited Company and hire an executive director who is a resident of Singapore.