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Company Registration in Singapore
If someone is looking to start a business in foreign country or is looking for expansion in foreign country, Singapore can be a good starting point. One of the many reasons is the tax exemptions and ease of doing business that Singapore government makes available.
Singapore like any other country has compliance requirement of its own that helps them maintain legal working environment. The process of registration comes under Companies Act, Cap 50.
In Singapore, ACRA (accounting and Corporate Regulatory Authority) acts as registrar and is responsible for processing registration of the company. Also any foreigner willing to start or relocate a business cannot self register and will need assistance from business registration provider locally.
Procedure for Company Registration in Singapore
First and foremost, the company has to decide the business structure that allows them to make maximum use of tax benefits.
ACRA only allows following business to register;
- Private Limited company type of business
- Sole Proprietorship of business type
- Limited Liability Partnership type business
In private limited company, the corporate tax that the company has to pay on taxable income is -0% to 17% where as in other two categories tax to be paid is 0% to 22%. Thanks to this distinction and robustness, private limited company offers a better structure for company or those wishing to start a business in Singapore.
- Its legal identity is distinct
- The amount invested by the shareholders in the purchase of share is the only Liability
- Private limited company can prove extremely tax efficient if it is structured properly.
- There is no restriction on foreigners’ on owning 100% of company’s share.
- Anyone above18 years is permitted to open company in Singapore, in spite of any nationality.
- After deciding the business structure following requirements need to be met before registration;
- Minimum one director who is a resident of Singapore need to be appointed.
- The company can have approximately 50 shareholders
- Obtain a registered local address for company’s office.
- Once the company is incorporated the person has o appoint a secretary of company within six months.
- S$1 of minimum initial capital is needed
Once these requirements are met then either of the options given below can be used for registration for the company;
First option: create a company using Entry pass and relocate to Singapore.
Second option: appoint in your new company, nominee director.
Documents necessary for registration of company in Singapore.
- Registered name of the company with ACRA
- Concise description of company activities
- Details of company’s registered address in Singapore
- Details of shareholders
- Details of directors of company
- Company Secretary’s details
- Copy of owners passport, address proof of residence (overseas)
- Foreigners must also submit Articles of Associations and Memorandum of Associations of the company
- Identity proof/card of the local resident of the company in Singapore.
- Reservation of company’ name: the company should gets its name approved by ACRA. Following the given below guidelines can lead to quick approval:
- The desired name for the company should not be obscene or vulgar, should be meaningful, unique and easy to read.
- It should not contravene any trademark and should have no copyright issue.
- If the name has words like Educational, Media, Finance, Bank, etc , then it will require external authority approval.
- Once the company has its name approved it will be reserved for 60 days from the applied date, during which period the company should be incorporated.
- Second Step- registration of Company: if the documents are ready and in order and the name of company is approved by ACRA then registration process will not take time.
- Certificate of incorporation- Once the registration is complete and company is incorporated, following steps are required to be taken:
The company after being incorporated will be issued by the registrar of companies (ACRA), it will have registration number of the company. The soft copy received via email from the registrar is sufficient. However hard copy can also be requested from the office by paying nominal fee if the company so desires it.
- Business profile of the company
Profile containing the company’s particulars, can be requested immediately after company’s incorporation from the authorities by paying a application fee. It can be done online and within an hour the file is available to be downloaded in PDF format. It should contain following details;
- Its registration number along with company’s name
- Company’s previous name if applicable
- Date of registration
- Primary Business Activities
- Paid up initial capital
- Address that is registered
- Details of Director/ company secretary/shareholders
- All contractual and legal activities comprising of opening of account in a bank, purchase of office utilities, lease for office etc can be obtained using soft copies of the company’s business profile and incorporation certificate.
- Obtaining permits and business licenses- depending on the business activities of the company one or more permits and licenses needs to be obtained. These licenses and permits needs must be anticipated in advance and should be obtained before the commencement of business operations.There are only certain types businesses that require licenses; rest of the companies does not require licenses. Business activities like educational institutions, travel agencies, financial services, restaurants and cleaning business etc, required to have license.
- Registration for Goods and Service Tax- If the company’s turnover is expected to go beyond S$1 million, then company must acquire GST registration. This is the tax levied on goods and services consumption, by Singapore authorities indirectly, which is known as Value Added Tax (VAT) in some countries, The applicable 7% rate will be charged for the companies eligible for GST registration, which has to be paid to the tax authorities and should be duly filed by the companies.
Following documents needs to be maintained at all times after the registration of new company:
Stamp of the Company: since the stamp gives credibility to the document of company, as it has engraved company’s registration number and name. It gives the professional look and authenticity to the document.
Seal of Company: for every company in Singapore, having a seal is a legal requirement. It is used to seal loan documents, share certificate, and other legal documents.
Share Certificates: share certificate must be issued by company’s secretary to its shareholders. It demarcated the amount of ownership of shares in the company by the shareholders and also authenticates the ownership of shareholders.
First Board Resolution: the auditor, company secretary, directors and other important officials are appointed in first board resolution.
Frequently Asked Questions (FAQ)
What are the measures taken by company to stay in compliance with Singapore?
All companies incorporated in Singapore must fulfil following requirements annual filing to stay in compliance with Singapore law:
- Accounting: all the accounting books weather fixed asset ledger or general ledger or payable or receivable account must be in order, and maintained as per the timeline and financial statement must be filed in XBRL format with the concerned authority.
- AGM Convening: it is compulsory for the company to hold annual general meeting in Calendar year and shareholders should be presented with financial statements for approval.
- Filing Annual returns: one month after the convening of AGM, annual returns should be duly filed by the company.
- Filing of corporate tax: the corporate tax should be filed by the companies before 30 November on paper and till 15th December for e-filing.
- Determination of Financial Determination: in Singapore every company can determine its financial year. It can start in any month of the year and does not need to be April to March or January to December.
What is the cost of registration in Singapore?
The cost of registration or incorporation of company in Singapore is dependent on two points. Registration of company’s name with ACRA which is S$15 and registration fees which is S$300. However it may increase if the company decides to add other parts to its incorporation like important officials, utilities subscription for office, registered office address, etc.
How much time does the process registration for company’s incorporation takes?
According to Singapore policies and visions for incorporating company, a unique name is required to be reserved for the company to avoid infringement of other company trademark and future confusion for investors. The more unique the name the easier and early it will be for ACRA to approve it. However if the name has certain words like Finance, Banks, educational etc, then it has to seek approval from the external authorities, otherwise minimum 15 minutes are required for name reservation.
Once the name is reserved the company has to wait for approximately 3 days to get further approval for registration. However it may takes up to 2 months if the application is transferred for reference to higher authorities.
Is it possible for a foreigner to act as company’s local director?
Foreigners unlike citizens and residents of Singapore cannot act as local director for their own company unless they seek Entrepreneur pass to behave as one. For gaining this pass the applicant has to apply with the Ministry of Man Power. With the help of this pass the applicant can work and relocate in Singapore.Those who do not have a pass can appoint the Singapore resident as local director.