Singapore Company Registration
All about Setting up a Singapore Company
This is a guide that can be used well to get to know the different sides and aspects of starting a business in Singapore and registration of a company in Singapore. It specifically covers the registration of a company in Singapore by a foreigner.
Similar to any other modern country, Singapore has more than a few criteria to get a Singapore company registered. These requirements need to be complied with after you intend to start the registration process of your company in Singapore and carry on doing business here.
It is advisable to do good research and get a sound understanding of all the pre-registration and registration procedures involved therein. Foreigners are not allowed to register a new company on their own (Self-registration) in Singapore.
Establishing a private limited liability company is a widely popular method of registering a new business in Singapore or moving an already operational business here from another country.
A Singapore limited company is an independent corporate body that keeps stakeholders safe from debts, over and above their contribution of the capital.
The Singapore Companies Act has a listing of all the rules related to the registration of a company in Singapore. According to these rules, any individual of age more than 18 years can register a Singapore company. This type of a Singapore company incorporation or registration offers a tax structure for a Singapore company that is of maximum efficiency.
The scope of this guide is:
· An elaborate process for pre-registration document requirements
· Stage-wise company registration procedures
· Post-registration requirements and further items
For making it easy to read and understand, this guide has been divided into the following parts.
· The business structure that would be the best choice for making the most of tax benefits
· The pre-registration provisions for registering a company in Singapore
· Information for foreigners to start a business in Singapore
· The paperwork requirement for company registration
· The steps to register a business in Singapore
· The need for the completion of post-registration proceedings
A Business Structure for Maximum Tax Benefits
Before starting the registration process, you must identify which business structure is suitable for you. ACRA allows registering of following types of businesses.
· Limited Liability Partnership (LLP)
· Private Limited Company (Pte. Ltd.)
· Sole Proprietorship
Private Limited Company (Pte Ltd)
This type of business must pay a corporate tax (0%-17%) on its chargeable earnings. The holders of a sole proprietorship or a partnership are liable for paying a personal income tax (0%-22%) on their income derived from this business.
According to the capacity to expand and sturdiness, a private limited company is the hot favorite business type for entrepreneurs who desire to register a new company in Singapore.
· It has an independent legal status.
· Its shareholders are only liable for the amount they invest in buying its shares.
· It is well-organized, a private limited company can be a highly tax-advantaged commercial unit.
It permits 100% ownership of its shares to foreigners. Foreigners and locals more than 18 years of age can register their Singapore companies effortlessly. Foreigners, with 100% ownership of equity of shares in their company, are sole owners of the company.
Legally, companies are legal entities and have the same rights as natural-born persons. This indicates that as persons, domestic and foreign companies can also register a Singapore company. The parent companies can have 100% equity or shares ownership of the startup.
Foreigners do not have to immigrate to Singapore to register a company. At one point in time, a local director needs to be hired. Later, they can return and manage their company from their country of residence.
To establish a company in Singapore and become its local (resident) director, immigration is a must for you. This is only possible after getting a valid work pass. Employment in Singapore is not allowed without a valid work pass or visa.
If you have crossed the age of 18 years, irrespective of your citizenship, you may set up a business in Singapore.
After finalizing the business structure, you are required to fulfil the following conditions.
Pre-registration requirements for Company Incorporation
· At least one resident director must be appointed in your company.
· The number of shareholders can range between 1 and 50.
· The company must have a local registered address of Singapore.
· A company secretary must be hired, not later than six months after the date of company incorporation.
· A minimum paid-up initial capital of S$1 is essential.
For a Foreigner to Start a Company in Singapore
The following options are available to foreigners to register a company in Singapore:
· Option 1: Establishing a company via an Employment Pass (EP) or EntrePass and move to Singapore
· Option 2: Hire a nominee director for your new company
List of Documents Required for Company Registration
· ACRA registration of the company name
· An outline of the business operations
· Particulars of the company’s Singapore registered address
· Information about shareholders
· Information about directors
· Details of company secretary
· Foreign Entrepreneurs are required to present a copy of their passport and home address proof (abroad)
· Foreign firms are required to present the Memorandum & Articles of Associations
· Singapore dwellers need to submit a copy of their Singapore identity card
Steps for Registering a Company in Singapore
Step 1: Reserving a Company Name
Before its registration, a new company must get approval from ACRA. For speeding up the likelihood of getting your company approved, you must consider the following points:
· Select a unique, sensible, easily readable name that is not offensive or indecent.
· It should be free from trademark issues.
· In case the company name comprises terms such as ‘bank, finance, educational, media, etc.’, external authority is required to sanction it.
After approval and reservation of the company name, you have it reserved for 60 days since the date of application. It is advisable to register the company within the stated timeframe.
Step 2: Registry of the Company
Once the company name has been approved, you can submit an application to get it registered. If the documents and paperwork are in place, the entire procedure does not take more than a week.
Formalities to Conclude Post-business Registration
Certificate of Incorporation
ACRA, also known as the Registrar of Companies, will dispatch an email having a confirmation that the company has been successfully incorporated. This mail also has the company registration number.
This soft copy can also be considered as a formal certificate of incorporation in Singapore. Nevertheless, it is also possible to get a hard copy of the certificate by submitting an online request to the authority. This facility comes for a reasonable charge.
Company Business Profile
You can obtain company business profile from the authority right after the incorporation. It contains particulars of the company and can be availed by making an online request with a small application fee. It will be available in PDF file format which can be downloaded within an hour of the request.
The Company Business Profile entails following key details:
· Company name and registration number
· Registration date
· Previous names for the company, if any
· Main line of business
· Paid-up capital
· Registered address
· Information about Shareholders/Directors /Company Secretary
The electronic copies of both documents (certificate of incorporation and company commercial profile) are sufficient to meet all statutory and lease functions, inclusive of opening a corporate bank account, signing of the office lease, subscription of office services (the internet, phone lines), etc.
Opening a Corporate Bank Account in Singapore
Once a company has been registered successfully, the next important step is to open a corporate bank account. This is also important from the point of view of starting to do business in Singapore. This account necessitates your financial business transactions.
The number of banks in Singapore exceeds 127. Subject to your business requirements, you can select any of these to fulfil your needs. The following documents are required for opening a bank account.
· Rightfully filled & appropriately signed forms to open a corporate bank account
· Residence proof of stakeholders of the company, such as directors, other signatories and the final recipient
· Certified copy of Certificate of Incorporation of your company
· Company’s business profile from ACRA
· Signed resolution to open account by the Board of Directors & Signatories to the account
· Certified copy of the company’s M&AA
· Certified copies of Passport or SingPass
· Certificate of Incumbency & Certificate of Good Standing (Only in the case of Overseas Accounts)
Business Licenses and Permits
The line of business of your company is the deciding factor on how important it is for you to acquire one or more business licenses and permits for your recently registered company. You need to keep in mind that you need all essential licenses before starting business operations.
Every company does not require a license. Fortunately, just some business functions like eateries, housekeeping, academic institutions, tour operators, financial institutions and companies dealing with import/export of goods must have a business license.
Goods and Service Tax (GST) Registration
If you anticipate that the yearly revenue of your newly set up company will be over and above S$1 million, then it is mandatory to get a GST registration for your company. GST is an indirect tax that is charged on the goods and services that are consumed in Singapore. In a number of other nations, GST is also known as VAT (Value Added Tax).
After your company completes its GST registration, you will be required to charge the applied GST rate, which is 7%, from the consumers of your goods and services. Consequently, the payment of the amount must be made to the tax administration. GST filing is a criterion that every GST-registered business must comply with.
After registering your new company, the following items or documents are of prime importance:
· Company’s Stamp: The company’s seal is a component that makes the company’s document authentic and legitimate. It is inscribed with the name and registration number of the company. Apart from the authentic look, a rubber stamp also gives a professional impression to official documents of the company.
· Company Seal: Just like a company’s rubber stamp, a company seal is also a statutory requirement for every firm that is established in Singapore. It used increasingly in documents such as stock certificates, credit documents and any legal instruments.
· Share Certificates: The company secretary is required to release share certificates for each and every shareholder. It functions as a proof of their ownership of the company and shows the manner in which shares have been dispersed among the shareholders.
· First Board Resolution: The resolution to hire directors and other company management staff such as an auditor, the company secretary, etc.
Conformity for Singapore Companies
It is mandatory for every Singapore-incorporated company to fulfil a set of annual filing requirements to stay compliant with the law.
Accounting Compliance: Every company in Singapore must keep their accounting books updated. This means that every account must be maintained regularly. The yearly financial statement should be developed and submitted to the authority in XBRL format.
Holding AGM: Every company must hold its AGM once every calendar year. All financial statements of the company must be presented at the AGM for shareholders to approve.
Annual Returns Filing: Annual Returns are to be filed a month after the date of AGM of the company.
Corporate Tax Filing: All taxes must be filed before 30 November (paper-filing) and 15 December (e-filing).
Determining the Financial Year: All businesses in Singapore can decide their financial year. This does not essentially have to be January to December or April to March accounting cycle. The financial year (accounting period) can begin in any month of the year.
Financial Support to New Enterprises in Singapore
The environment in Singapore is highly startup-supportive. A range of funding schemes from the government is the best thing about Singapore company registration.
The following schemes are available to power your ground-breaking concepts or technology to grow a commercial undertaking:
· TECS
· ComCare Enterprise Fund
Besides these, there are several other government allowances, incubator, and equity schemes that the city-state offers.
Conclusion
The process of company incorporation in Singapore can be a rather complicated one. However, with our help, you can sail through it smoothly at an affordable Singapore company registration cost.
We are a team of skilled registered filing experts in Singapore. We help and guide upcoming entrepreneurs to build their business in Singapore. If you have any questions related to this, contact us and we’d be happy to help.
