SINGAPORE COMPANIES


General Information

Singapore is fast becoming a business city of choice. With excellent business infrastructure, political stability, and close economic ties with many of the world's leading economies, there has never been better time than now for entrepreneurs to migrate and set up their business in Singapore.
Foreign companies & entrepreneurs that are keen on exploring the viability of doing business in Singapore will be required to incorporate a Singapore company as legal entities with the Accounting and Corporate Regulatory Authority (ACRA), Singapore.

Why Incorporate a Singapore Company?

There has never been a better time than now to incorporate a Singapore Company! Benefits of Incorporating a Singapore Private Limited Company:
Save on your Singapore Corporate Tax
Singapore Companies are taxed at a lower rate than personal income. To encourage local entrepreneurship, Singapore Government has declared a full tax exemption for newly incorporated companies.

Corporate Tax Rates

• Zero tax for new Singapore companies on the first 100K annual profits for the first 3 years
• All companies to enjoy approx. 9% corporate tax rate for profits up to 300K
• Overall company tax rate lowered to flat 17%

Singapore Company Incorporation Requirements

• Minimum paid-up capital of S$1 only
• Minimum 1 shareholder - 100% shareholding allowed by foreign corporate & individual shareholder
• Minimum one individual director required who has to be an ordinary resident of Singapore i.e. being one of the following: - Singapore Citizen, Singapore Permanent Resident or Singapore Employment Pass / EntrePass / Dependant Pass holder.

• Local Registered address (P.O.Box not allowed)
• Singapore Resident Company Secretary required

What is the procedure for incorporation of a Singapore Private Limited Company?

• Minimum 1 shareholder + 1 director (Singapore resident)+ 1 company secretary (Singapore Resident)
• Shareholders may be corporations or individuals and can own 100% of it’s companies shares
• At least one of director must be ordinarily resident in Singapore. i.e. Singaporean/ Singapore Permanent

Residence (PR)/ Singapore Employment Pass Holder (We can act as your company's local nominee director and secretary, if required for a fee)

• The same shareholder can also act as director
• The Company Secretary has to be Singapore ordinarily resident
• Sole shareholder and director cannot act as Company Secretary
• Minimum initial paid-up share capital is S$ 1.00
• Singapore Private Limited Company must have a local Registered address in Singapore

Singapore Private Limited Company are companies incorporated under the Singapore Companies Act, Chapter 50.
Procedure and timeline for Singapore Company Registration

The basic steps are as below:
• Get company name approval
• Prepare registration documents
• Client to sign company registration documents
• Register company
• Open bank account

The company name approval takes only 2-3 hours unless there is some conflict with an existing name or the name has some sensitive words in it. Once the company name is approved and all necessary documents are received a Singapore company can normally be registered in 1 day.

Fiscal advantages

• Singapore taxation on foreign income: Full tax exemption is granted on the first $100,000 of Chargeable Income for qualifying new companies for the first three years of assessment consecutively

• Singaporean capital gains tax or withholding tax: no

• Minimum annual Singapore Government License fee (aggregate): No specific annual fee for a general business. Specific licenses are required for specific businesses for eg: Tour operators required license from Singapore Tourism Board, Forex Dealers require license from MAS…

Other Incentives For A Private Limited Company

• No capital gains tax

• Singapore does not levy a withholding tax on dividends. Interest, royalties or rental of equipment payments to non-residents are subjects to a 15% withholding tax.

• Dividends paid by a Singapore Private Limited Company are tax exempt


• The Singapore tax system is territorial. Income tax is levied on the net income of companies from sources within Singapore and on foreign source income if remitted into Singapore. Non-resident Singapore companies and businesses are taxed on the same basis.
Directors

• Minimum number of directors: 1 individual director required and at least one director has to be an ordinary resident of Singapore who can be a Singapore Citizen/Permanent Resident/Employment Pass Holder/Dependant Pass Holder

• Corporate directors permissible: No.

• Local director requirement: yes

• Publicly accessible records of directors: YES

• Location of directors meetings: Board meeting can be held anywhere. Yes

Shareholders (members)

• Minimum number of shareholders: 1

• Corporate shareholders permissible: yes

• Local shareholder requirement: no

• Location of shareholders meetings: Anywhere, the first meeting must be held within 18 months after incorporation or 6 months after the FYE. Proxy can be appointed.

• Publicly accessible records of shareholders: no

Beneficial owners (clients)

• Publicly accessible records of beneficial owners: no

• Shares may be held by a nominee on behalf of beneficial owner client : Yes

Company Secretary

• Appointment of Singaporean resident (qualified) Company Secretary: yes

Share capital

• Currency: Any Currency permissible

• Registered shares (Bearer shares not permitted)


Accounts and returns

• Requirement to file annual Accounts: yes ,within 6 months of financial year end

• Audit requirement: yes, for non-exempt companies (where the shareholder is a Company) and for small exempt companies (shareholders are individuals) where turnover is more than S$5 Million; Small exempt companies in Singapore are no longer required to audit their accounts but are still required to prepare the complete set of Directors’ Report according to the Standard Accounting Practice.

• Requirement to file annual company return: Yes

• Requirement to file income tax return : yes

Other

• Double taxation treaty access: yes - Singapore has an extensive double taxation avoidance treaty network with more than 40 countries including Australia, Belgium, Canada, France, Germany, India, Indonesia, Israel, Italy, Japan, Malaysia, Mauritius, the Netherlands, New Zealand, People’s Republic of China, Philippines, Thailand, Switzerland and the United Kingdom;

• Requirement: registered office and licensed Secretary / Registered Agent in Singapore

• Trading restrictions: if duly licensed by the Singaporean authorities, a company may carry on the business of banking, insurance, reinsurance, fund administration, etc.

• A company has its own legal identity. This means that, it can enter into legal agreements, it can own property, it can sue and be sued all in its own name. It will continue to exist, even if its shareholders or directors die, resign or go bankrupt.

Name restrictions: it is prohibited (or requires requisite licence) for a company name to contain words like Bank, Finance Company, Insurance, School, University, Travel Agent, Media, etc. must first be approved by the Singapore Company Registration regulatory authority before they can be used.


The above information is for guidance only and therefore the material contained herein should not be regarded, viewed or considered as an advice. You should contact your tax or professional advisers for appropriate detailed professional advice. We accept no liability for the accuracy of the information contained herein, nor any loss arising from reliance on it.



If you require an Offshore Company or need an advice for your needs, please call our Expert Team who can assist you with your requirements. You are invited to call us at (230) 245 6703. You may send your enquiries by email: contact@premier.mu or by fax at (230) 245 6704.

 
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