Singapore Pte Ltd
Formation of a Private Company Limited by Shares (Pte Ltd) in Singapore
A Singapore limited liability company is an effective business tool for starting a business due to minimal business restrictions and tax-exempted non-local business operations. This type of company is usually used for holding and investment companies, or regional headquarters.
FACTS & INFO
There is no offshore legislation in Singapore. All private limited companies are incorporated under the same legislation - the Singapore Companies Act, Chapter 50 - whether they are doing business locally or offshore.
A private limited company is incorporated under this legislation and registered with the Accounting and Corporate Regulatory Authority (ACRA). It is a separate legal entity from its owners and, as such, the owners of the company are generally not liable for the debts of the company.
The most common type of company to be incorporated in Singapore is the private company limited by shares, commonly known as a private limited company. A shareholder’s liability is, in most cases, limited to the amount they have paid into the company.
Singapore private limited companies must use the suffix "Pte.", "Ltd" or "Ltd." to denote limited liability. Names which suggest any connection to the UK head of state are generally prohibited and certain words which suggest specialist activity can only be used when the appropriate licenses have been obtained (e.g. "bank", "financial institution", "insurance", "fund management", "university", "Chamber of Commerce", and other similar names. Name resembling names of existing companies, or which are undesirable or politically sensitive, will be rejected.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is incorporated in Singapore by an application made to the ACRA. The memorandum and articles of association must be logged with the registrar. A memorandum specifies the activities in which the company may engage, and the articles of association specify the rules governing the internal management of the company.
With effect from 1 April 2004, there must be at least one shareholder (who can be an individual of any nationality or a corporate body). Details of the shareholders must be filed and appear on the public file, but anonymity can be preserved through the use of nominee shareholders. Shares must be expressed in a fixed amount. Bearer shares or no par value shares are not permitted.
There is no specific minimum capital requirement. The recommended authorised share capital is S$1,000. The minimum issued capital is one share of par value.
DIRECTORS AND COMPANY SECRETARY
With effect from 1 April 2004, a Singapore private limited company must have a minimum of one director who must be “ordinarily resident in Singapore” i.e. a Singaporean citizen, permanent resident, or someone who has been issued an employment pass/approval-in-principle letter/dependant’s pass. It is usual practice to have more than one director in the company, where foreign directors can also be appointed. Details of the directors appear on the public file, but anonymity can be preserved by the use of nominee directors. The director and the company secretary cannot be the same person. Corporate directors are not permitted.
Companies are required to appoint a qualified resident company secretary, who must be a natural person.
REGISTERED OFFICE AND SECRETARY
Every company registered in Singapore is required to have a registered office and address there, which should be notified to the ACRA.
Company meetings need not be held in Singapore. A new company must hold its first annual general meeting (AGM) within 18 months of incorporation. Thereafter, the company must hold subsequent AGMs in every calendar year, and not more than 15 months from the last AGM.
Incorporation takes between 3 to 7 working days.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $4,400. These include:
- Provision of secretary and registered office
- Provision of local individual director
Singapore-registered companies enjoy very attractive tax exemptions and incentives. A private limited company pays less than 9% for the first S$300,000 of annual profits, and 17% flat after that on income sourced in Singapore. There are no capital gains or dividend taxes on Singaporean companies.
To support entrepreneurship and to help local enterprises grow, a newly incorporated company that satisfies the qualifying conditions can claim full tax exemption on the first S$100,000 of normal chargeable income (excluding Singapore franked dividends) for each of its first three consecutive year assessments.
A further 50% exemption is given on the next S$200,000 of the normal chargeable income (excluding Singapore franked dividends) for each of the first three consecutive year assessments.
- First S$100,000 @ 100% = S$100,000
- Next S$200,000 @ 50% = S$100,000
- Total S$300,000 = S$200,000
To qualify for the tax exemption for new startups, your company must:
- be incorporated in Singapore (other than a company limited by guarantee);
- be tax resident* in Singapore for that year assessment. A company is resident in Singapore if the control and management of its business is exercised in Singapore;
- have no more than 20 shareholders throughout the basis period for that year assessment where: a) all of the shareholders are individuals beneficially and directly holding the shares in their own names; OR b) at least one shareholder is an individual beneficially and directly holding at least 10% of the issued ordinary shares of the company.
AUDIT AND ACCOUNTING
For companies with an annual turnover of over S$5m, annual audited accounts are required to be filed with the ACRA; the accounts must be audited by a qualified Singaporean auditor. However, exempt companies are not required to have their accounts audited and annual accounts can be filed without audit. To be defined as an exempt company, the following conditions must be met: members of the company must not exceed 20, members of the company should be individuals and not corporations, and annual turnover should not exceed S$5m.
Estimated Chargeable Income (ECI Form)
An ECI must be submitted 3 months after the end of the financial year. To complete it, an estimate of the revenue of the company for the financial year is requested.
In order to prepare annual returns, bookkeeping and preparation of unaudited accounts or audited accounts is required. The deadlines for these documents for the first financial year are based on the date of the company’s incorporation. For the next years, the dates are fixed.
The C-form is a corporate tax form requested by the Inland Revenue Authority of Singapore (IRAS). This is submitted on a yearly basis in November.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of the incorporation documents with ACRA
- Provision of registered office and corporate secretarial service for one year
- Provision of local nominee director (obligatory) for one year (also included: one-off obligatory payment of local director deposit for 1st year only)
- Rubber stamp
- A standard set of original corporate documents:
- Registration forms
- Incorporation documents
- Service agreements
- Company profile
- Register and minutes book
- Share certificate
Please note: Singapore is not a member of the Hague Convention. As such, documents legalised by apostille are not available. For documents to be officially recognized outside of Singapore, you will need to legalise them through the Singapore Ministry of Foreign Affairs (MFA), or obtain an apostille in another country.
If applying for a corporate bank account outside of Singapore, you will need to order a full set of legalised company documents for the account opening procedure.
Please note that the certificate of incorporation is considered an additional service and, therefore, is not included in the standard set.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.