Singapore Company Registration

When considering the registration of a new company or relocation of your existing company to Singapore, note that most Singapore companies are registered as private limited liability companies (commonly known as private limited companies). A private limited company in Singapore is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed (hence the term limited liability). According to the Singapore Companies Act, any person (foreign or local) above the age of 18 can register a Singapore company.

 

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Singapore Company Registration Requirements

1. At least one local director who has to be a Singaporean, or Singapore PR, or Singapore employment pass holder;

2. At least one shareholder, you do not need a Singaporean for a shareholder. Minimum paid up capital is S$1

3. Incorporation time ranges approximately from 1 day to 5 days depending on time taken for name approval.

 

Pre-registration of Singapore Company

 

1. Company Name

The name must be approved before incorporation of the Singapore company can occur.

 2. Directors

A minimum of one resident director (a resident is defined as a Singapore Citizen, a Singaporean Permanent Resident, or a person who has been issued an Entrepass, Employment Pass, or Dependent Pass) is mandatory. There is no limit on the number of additional local or foreign directors a Singapore Company can appoint. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractice in the past. There is no requirement for the directors to also be shareholders,  i.e. non-shareholders can be appointed directors.

 

3. Shareholders

A Singapore private limited company can have a minimum of 1 and maximum of 50 shareholders. A director and shareholder can be the same or a different person. The shareholder can be a person or another legal entity such as another company or trust. 100% local or foreign shareholding is allowed. New shares can be issued or existing shares can be transferred to another person anytime after the Singapore company has gone through the incorporation process.

 

4. Company Secretary

As per Section 171 of the Singapore Companies Act, every company must appoint a qualified company secretary within 6 months of its incorporation. It has to be noted that in case of a sole director/shareholder, the same person cannot act as the company secretary. The company secretary must be a natural person who is ordinarily resident in Singapore.

 

5. Paid-up Capital

Minimum paid-up capital for registration of a Singapore company is S$1. Paid-up capital (also known as share capital) can be increased anytime after the incorporation of the company. There is no concept of Authorized Capital for Singapore companies.

 

6. Registered Address

In order to register a Singapore company, you must provide a local Singapore address as the registered address of the company. The registered address must be a physical address (can be either a residential or commercial address) and cannot be a P.O. Box.

 

7. Taxation

Singapore registered companies enjoy very attractive tax exemptions and incentives. Your company pays less than 9% for the first S$300,000 annual profits and 17% flat after that. There are no capital gains or dividend taxes on Singapore companies. Excellent tax benefits and business reputation of Singapore are the key reasons why entrepreneurs from around the world prefer to form a company in Singapore. For further information on taxes, refer to the Singapore corporate tax guide.

 

Singapore Company Registration: Required ducoments

 

For the purpose of company incorporation in Singapore, the following information is required by the company registrar:

1. Company Name

2. Brief Description of Business Activities

3. Shareholders Particulars

4. Directors Particulars

5. Registered Address

6. Company Secretary Particulars

7. Memorandum and Articles of Association (MAA). Singapore Company Registrar provides a standard MAA document that is suitable for most instances.

 

Singapore Company Registration Procedure and Processing Time

Company registration procedure in Singapore is fully computerized by the Singapore Registrar of Companies. As a result, the Singapore incorporation process is quick and efficient without any bureaucratic red-tape involved. Under normal circumstances, the company can be incorporated in 1-2 days. There are two distinct steps involved in the Singapore company setup procedure: a) Company Name Approval and; b) Company Registration. Both steps can be accomplished on the same day assuming there are no delays caused by Company Registrar.

 

1. Name Reservation

To set up a Singapore company, the proposed name for the company must be approved first. Company name approval is obtained by filing the application with the Company Registrar. The service firm you have chosen to register your company will do it for you as the first step in the incorporation process.Generally the name approval/rejection notification comes through in less than an hour unless the proposed name has some certain words (such as bank, finance, law, media, etc.) that might require the review and approval of a corresponding external government authority. If the name is referred to an external authority, the name approval may get delayed by few days or weeks.

 

2. Registering Company

Once the name has been approved, the filing of the incorporation request as well as the approval from the Registrar of Companies can be completed in a few hours assuming incorporation documents are ready and have been signed by the directors and shareholders of the new company.There are cases when the incorporation procedure can get delayed if the shareholders or directors are of certain nationalities, although this happens in rare cases only. In such cases, the authorities might ask for additional information.

 

Contact us

If you have further queries, please contact Tannet

24 hours Malaysia hotline:603-21418908;

24 hours Hong Kong hotline:852-27837818;

24 hours Hong Kong hotline:86-755- 36990589;

Email: mytannet@gmail.com

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