1) What are the types of companies which can be registered in Singapore:
a. Private Limited Company in which the shares are held by less than 50 persons and are not available to general public.
b. Public Limited Company should have at least 50 shareholders and may offer its shares to general public. A Public Limited Company is subject to significantly more stringent rules and regulations since it has the power to raise funds from the public.
c. Public Limited Company Limited by guarantee - these are meant for non-profit businesses.
2) I have a foreign company, how can I register it in Singapore?
Foreign companies who wish to setup a business in Singapore, have the choice of setting up a branch office, a representative office or a subsidiary company in Singapore.
3) Branch office
a.i.1.a.i.1.a. What is a branch office?
A branch office is registered in Singapore as an extension of the parent company and not as a separately incorporated entity. The foreign company’s head office is liable for any everything. From taxation point of view, a branch office is generally considered a non-resident entity and therefore not eligible for the tax exemptions and incentives available to local companies in Singapore. Hence, setting up a branch office is not an attractive option to set up business.
a.i.1.a.i.1.b. How can I register a branch office?
The name of the Singapore branch office must be the same as that of the parent company and must be approved by ACRA before registration. The company registrar generally approves the proposed name unless an identical name exists in Singapore. The Companies Act requires that a branch office must appoint 2 agents who are ordinarily resident in Singapore to accept services of process and notices. A branch office must have a registered office address in Singapore.
a.i.1.a.i.1.c. What can be the business activities of a branch office?
A Singapore branch office can be in any business activity that falls within the scope of its parent company and can repatriate its earnings and capital. The portion of the income of the branch office, which is derived from or attributable to the operations carried out outside Singapore, will not be subject to taxes. Earnings from branch’s operations in Singapore will be subject to Singapore local corporate tax rates.
4) Representative Office
a.i.1.a.i.1.a. What is a Representative Office (RO) and how can I set up an RO?
A Representative office is registered in Singapore as a temporary arrangement for conducting marketing research and feasibility studies. A representative office does not have any legal status and cannot be engaged in any profit yielding activities. To set up an RO in banking and insurance one has to register with the Monetary Authority of Singapore (MAS). To set up an RO in all other industries in all other industries one has to register with International Enterprise (IE) Singapore.
a.i.1.a.i.1.b. What are the activities an RO can engage?
An RO can engage only in marketing research and feasibility studies
a.i.1.a.i.1.c. What are the activities an RO cannot engage?
An RO must not conduct any of the following activities (directly or on behalf of the parent company):
i. trade in goods/services (including import or export)
ii. lease warehousing facilities
iii. lease office(s) to other establishments for a fee
iv. enter into business contracts
v. issue invoices/receipts
vi. open/receive letters of credit
vii. provide services for fees
If the RO wishes to ship, tranship or store goods in Singapore, the RO should get ask the parent company to appoint a local agent or distributor. The RO cannot be used to carry out these activities.
5) What is a Subsidiary Company?
A subsidiary company is a Singapore Private Limited Company incorporated in Singapore with the parent company as its shareholder. For small to medium-sized foreign businesses, a subsidiary company is the most preferred choice of registration in Singapore. A newly incorporated Subsidiary Company with at least one individual shareholder is entitled to a tax exemption of zero tax on the first $100000 of its chargeable income.
6) What are the Documents Required to incorporate a Singapore Private Limited Company?
For a successful Singapore business incorporation you will need the following information and documents:
- Company Name - please provide 3 probable company names
- Registered Address
- A Description of Business Activities
- Shareholder(s) name and address?
- Director(s) name and address
- Company Secretary name and address
- Memorandum and Articles of Association (MAA).
- A copy of Singapore identity card (IC) for Singapore Residents
- A copy of passport, overseas residential address proof, and other information for foreigner’s i.e. non-Singapore Residents.
- If the shareholder is a corporate entity (this applies for subsidiary companies too), one has to submit a copy of registration documents such as Certificate of Incorporation and Memorandum & Articles of Association.
- For non-English documents, an officially-endorsed translated version is required. Some information/signature and documents may need to be notarized by public notary overseas.
7) Who is eligible to start off a new company in Singapore?
A Singapore resident can register a private limited company. Most of the entrepreneurs register a private limited company because of its limited liability protection and corporate tax exemption of up to $100,000 for qualifying new start-up companies.
8) How much is the tax-benefit in Singapore?
Business in Singapore can have significant Tax savings as Singapore offers one of the best corporate and personal tax regimes in the world. Personal taxes start at 3.5% while corporate taxes for profits up to SGD 300k are < 9%. Singapore has no capital gains tax.
9) Who is eligible to become a Company Director in Singapore:
a. At least one Director of a Singapore Pte. Ltd Company must be a resident of Singapore, i.e. either a Singapore citizen, Singapore permanent resident or a person who holds an Employment Pass/EntrePass/ Dependant’s Pass with a residential address in Singapore.
b. The director must be at least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice in the past. Information of the directors will appear on public records. Directors can also be shareholders and vice versa.
c. Foreigners (Individuals or Corporates) who do not have a local Singapore resident Director to meet the requirement of the Singapore Companies Act, have the following options.
Foreign Individual who wish to relocate to run their new Singapore Company operations have two types of work pass to choose from-Entrepreneur Pass or Employment Pass.
i. Apply for Employment pass or Entrepreneur pass: Foreign Corporation that plan to relocate its management staff to Singapore to run their new Singapore Company must apply for an Employment Pass. For more details, please refer to Singapore Employment Pass.
ii. Foreign Individuals/Corporation Not Relocating to Singapore:
You can appoint a trusted contact who is a Singapore resident or use our nominee director service.
10) What is the minimum capital required to set up a Private Ltd. Company in Singapore?
A minimum capital of S$1 (or its equivalent in other currency) is essential to start a private limited company in Singapore.
11) How many Directors and Shareholders should a local company have?
A local company should have at least 1 Director and 1 Shareholder. Both positions can be held by the same person. In the case of a Sole Director, he or she must be a local resident.
12) What is the maximum limit of shareholders in private limited company?
The Singapore private limited company can have a minimum of one (1) shareholder and a maximum of 50 shareholders. Foreign corporate and individual shareholders can own 100% of the shares.
13) Can the sole Director of a local company be appointed as the Company Secretary? What is the timeline to appoint the Company Secretary?
No, the sole Director and the Company Secretary should be two different individuals. The Company Secretary must be appointed within 6 months of the incorporation of the company.
14) How long will the approved company name be reserved?
The approved name is reserved for 60 days from the date of application.
15) What is the formal way of starting a business activity in Singapore?
One can start any business activity in Singapore provided he has acquired the due licenses and certificates from the approving body (authority).
16) Is it essential to be physically present at Singapore to form a Singapore company?
You are not required to visit Singapore to incorporate a company. We can handle the entire incorporation process via emails and couriers in order to get the necessary documents signed before a notary public or Singapore Embassy.