When taking into consideration the political structure, infrastructure and economy, Singapore is an attractive jurisdiction to incorporate or relocate a company.
The vast majority of Singapore corporate entities are private limited companies and when they are structured properly they can be very tax efficient. A private limited company is a separate legal entity and the shareholders debts are limited to the amount of capital invested.
A private limited company can be incorporated by one or more persons (foreign or local, above the age of 18) who subscribe to a Memorandum of Association and comply with the requirements of the Singapore Companies Act, Cap 50.
Singapore Companies: a brief guide
|Company Law||Singapore Companies Act, Cap 50|
|Types of Company||A Private Limited Company (which is the most common type of limited liability company), Public Limited Company, Company Limited by Guarantee|
|Taxation rates applied to Companies||Corporate income tax rate is currently at 17%.|
|Double Taxation Treaty||Singapore has an extensive double tax treaty network. This includes most countries in the Asia-Pacific Region and countries in Europe, Africa and the Middle East. These countries include China, Thailand, Taiwan, Malaysia, Indonesia, Vietnam, India, Philippines, Japan, Korea, New Zealand, Australia, South Africa, Switzerland, United Kingdom, France, Netherlands, Germany, Sweden, Belgium, Finland and the United Arab Emirates.|
|Capital Requirements||At least one share is to be issued (any currency). The concept of authorised share capital and par value was abolished effective from 30/01/2006|
|Members||There must be a minimum of one registered shareholder (corporate/individual, foreign/local). Records are publicly accessible and meetings can take place anywhere in the world.|
|Directors||A Singapore incorporated company must have a minimum of one director, who is resident in Singapore. Corporate directors are not allowed. There is no requirement to have a local registered agent. Records are publicly accessible and meetings can take place anywhere in the world.|
|Secretary||Every Singapore company must have a secretary who is a natural person and who is resident in Singapore. A sole director can not be the secretary.|
|Annual Meetings||Each company must hold an Annual General Meeting (AGM) once in every calendar year. Private Companies may dispense with the holding of an AGM if a resolution is passed.|
|Accounts||Singapore companies are required to file an annual return together with their statutory financial statements (if applicable). The Companies Act allows companies to be exempted from audit requirement if the following criteria is met:
– no corporate shareholder
– less than 20 individual shareholders
– less than SGD 5 million annual revenue
This includes dormant and private exempt companies that meet the above conditions.
|Incorporation Fees paid to authorities||SGD 315|
|Method of incorporation and timescale||A Singapore company may be incorporated by a professional firm or by the proposed director (provided that he is a Singapore resident). Timeframe, within a day provided that full due diligence information has been provided.|
To download this information please click for our Singapore Company Factsheet (PDF).
Prior to applying to register the Company the following is required:
• Company Name
• Name of Directors: requirement of one resident director who is over 18 years old, of sound mind and not a bankrupt or convict
• Name of Shareholders: corporate/individual
• Company Secretary: the company secretary must be an individual who is ordinarily resident in Singapore
• Paid-up Capital: at least one share, any currency
• Registered Address: a local Singapore address as the registered address of the company.
With agents across the world, a professional firm like Boston can help to take you through the various stages of company incorporation, registration and on-going administration. Singapore law does not allow foreign individuals or entities to self-register a company.
The company name will be filed with the Company Registrar, once approved (usually within a couple of hours) the company name will be reserved for 60 days.
Once the name has been approved the following documents are submitted to the Company Registrar:
• Company Name
• Shareholder Details
• Director Details
• Company Secretary Details
• Registered Address
• Brief Description of Business Activities
• Memorandum and Articles of Association (MAA)
Following registration the Company Registrar will send an email notification confirming the incorporation of the company and a business profile containing the details of the company will be available on request. These two documents are sufficient in Singapore for legal and contractual purposes.
Other considerations which Boston can assist you with:
• Opening a Bank Account
• Registering for Goods and Service Tax
• Company Seal
We can assist you with annual filing requirements and formalities. If you would like any information please do not hesitate to contact me.