新加坡公司注册

Premia TNC’s team of experts can help you navigate the company incorporation process in Singapore and provide advice on related issues. Read more on Singapore Corporate Information here.

By establishing your company in Singapore, your company will benefit from:

Benefits from a tax perspective as listed below:

1)  Partial Exemptions on Chargeable Income

Singapore companies can enjoy partial tax exemption, as shown in the table below.

2)  Flat Corporate Tax Rate

A company is taxed at a flat rate of 17% on its chargeable income regardless of whether it is a local or foreign company.

3)  Tax Exemption of Foreign-Sourced Income

There are three categories of specified foreign income which are:

• Foreign-sourced dividend;
• Foreign branch profits; and
• Foreign-sourced service income.

A Singapore tax resident company can enjoy tax exemption on its specified foreign income that is remitted into Singapore.

Under Section 13(9) of the Income Tax Act, tax exemption will be granted when all of the following three conditions are met:

i) The foreign income had been subject to tax in the foreign jurisdiction from which they were received (known as the “subject to tax” condition). The rate at which the foreign income was taxed can be different from the headline tax rate;

ii) The highest corporate tax rate (foreign headline tax rate condition) of the foreign jurisdiction from which the income is received is at least 15% at the time the foreign income is received in Singapore; and

iii) The Comptroller is satisfied that the tax exemption would be beneficial to the person resident in Singapore.

Protection for your ideas and innovations thanks to Singapore’s strict enforcement of its strong intellectual property laws.

Boosted reputation with a holding company in Singapore that increases confidence levels among clients/customers/investors in the global market.

There are three categories of specified foreign income which are:

• Ranked as one of the most politically stable countries by World Bank
• One of the top-rated on its global talent competitiveness by INSEAD
• One of the top-rated as the best country for business by Forbes
• Ranked as #2 in ease of doing business by World Bank
• Ranked as #2 under the World’s Most Competitive Economy by The World Economic Forum

Strong international network of Agreements:-

• Double Tax Agreements
• Investment Guarantee Agreements
• Free Trade Agreement
• Economic Partnership Agreement

A company that went through the complete registration process in Singapore has a business form which is a separate legal entity and distinct from its shareholders and directors.

No Dividend or Capital Gains Tax

Ease of Doing Business – a company can be set up without a physical presence in Singapore. Typically, a company can be registered in Singapore within one day.

High Quality of Life – Singapore is famously safe and green, with a clean environment and top-quality healthcare as well as excellent schools. It also has an outstanding support system for businesses, entrepreneurs and corporations.

Advanced and developed infrastructure and transportation

Educated, proficient workforce & open immigration policy

Strategic location benefiting from being in the centre of an international shipping route. Singapore has one of the busiest and largest ports in the world as well as an excellent airport infrastructure.

All companies in Singapore must be registered with the Accounting & Corporate Regulatory Authority (ACRA) and abide by the Companies Act. The following steps will help you gain an easy understanding of incorporating a company in Singapore:

It is a legal requirement to register a business with ACRA if you want to operate a business in Singapore.

The first step of registering a local company is to choose a company name and submit a name application via ACRA’s online business registration and filing portal.

Your proposed company name cannot be identical to an existing name or contain prohibited and undesirable words.

When you submit a name application, you will need to specify the activities of your business by selecting the most relevant Singapore Standard Industrial Classification (SSIC) code.

Once your application is approved, you can proceed to incorporate your company. You must complete your incorporation within 120 days from the date of the name approval.

A company’s financial year-end (FYE) represents the final day of its accounting period. The accounting period is the recognised interval to complete an accounting cycle of the business. The periodicity provides perspective about the profitability of the business on an ongoing basis. Records of transactions are kept over this period and reported in the form of a financial statement.

Accounting periods can be 12 months or over 52 weeks. If you decide on a 12-month accounting period starting 1 January 2020, your company’s FYE will be 31 December 2020. But if you choose to have a 52-week accounting period starting Wednesday, 1 January 2020, your company’s FYE will be on Wednesday, 30 December 2020.

Private companies are required to hold their annual general meetings (AGM) within 6 months and file their annual returns within 7 months after the FYE to fulfil mandatory corporate compliance requirements.

Illustrated examples

If the company’s FYE is 31 December 2020. The due dates to hold their annual general meetings (AGM) and file their annual returns (AR) will be as follow:

• AGM is due 6 months after FYE by 30 June 2021
• AR is due 7 months after FYE by 31 July 2021

There are statutory obligations under the Companies Act that company directors must comply with or face enforcement action. Annual obligations such as holding annual general meetings and filing annual returns are examples of key statutory requirements.

Financial Report

The company is required to prepare and complete their Financial Report during the specific financial year-end.

Annual General Meeting (AGM)

Unless exempted, your company is required to hold an annual general meeting (AGM). AGMs ensure that stakeholders of your company are kept updated about the company’s financial position and direction. It also provides a platform for stakeholders and company officers to communicate with each other at least once a year.

Annual Return (AR)

Private companies must file their annual return within 7 months after the financial year end.

Filing your company’s annual return on time helps to ensure proper and timely disclosure to all stakeholders. All companies including inactive and dormant companies are required to file annual returns. As long as your company’s status is “live”, you must file its annual return with us even if IRAS has exempted your company from filing its income tax return.

Please take note that if there are any breaches of the compliance requirements, the following enforcement actions will be taken against company directors who fail to hold AGMs and file annual returns:

• Late penalties against companies and directors for annual returns filing breaches
• Offering of composition sum or prosecutorial action
• Striking off of companies that fail to file ARs
• Debarment Order

The next step is to appoint officers in your company. All companies must appoint at least one director and a secretary who are ordinarily resident in Singapore.

In Singapore, a private limited company must have the following structure:

In addition, your company must appoint at least one director who will be managing and operating the company if you are engaging the services of our local nominee director.

The shareholder of the company will be considered the ultimate beneficial owner of the company.

The company is required to register a company with a minimum of $1.00 which can be in any currency based on the company’s main business functional transactions (e.g. USD, SGD, EUR).

A share is a portion of the company which belongs to a shareholder in exchange for his financial contribution towards the company’s share capital. A share may be fully or partially paid up.

By paying for the shares, an investor is buying partial ownership of a company. A shareholder may be an individual, a company or a limited liability partnership. The shareholder does not need to be a local resident and the company can be 100% foreign owned.

Types of Shares

• A company may issue different types of shares for various reasons. Common reasons include:
• Restricting the control of the company to certain individuals
• Offering shares with preferential dividend rights to encourage investment
• Having different entitlements to company funds in the event the company winds up
• Accommodating the varied needs and preferences of different investors

Ordinary Shares – the most common type

Ordinary shares are the most common type of shares. They typically carry voting rights and will receive dividends after shareholders who own preference shares have received their dividends. Companies may divide their ordinary shares into different classes (e.g. “A” and “B”) with different rights attached to each class.

The company must provide a local office address when submitting an application to incorporate a company in Singapore. A registered office address is where all communications and notices to the company are addressed, and where the company’s registers and records are kept.

In case you have not yet decided to set up a physical office in Singapore, we as your corporate service provider will be able to register the Company under our local office address. You may choose to change the local registered office address in the future.

Requirements of Registered Office Addresses

All companies must ensure that their registered office is open and accessible to the public for at least three hours during ordinary business hours on each business day. A business day is any day excluding Saturday, Sunday and public holidays.

The purpose of this requirement is to allow members of the public to reach out to the office if necessary and to facilitate the delivery of any legal documents. Companies and directors that fail to comply with this requirement may be fined up to S$5,000.

The registered office must be an address in Singapore, but it need not be the place of operations. For instance, your company’s registered office address may be in the Central but your factory could be located in the West.

The constitution is a legal document that spells out the rules and regulations on how the company should be governed.

It states the rights and responsibilities of the directors, shareholders and company secretary.

The constitution must contain the following information:

• Company’s name and registered office address
• Business activities and how its operations will be carried out
• Liabilities of the members of the company
• Total amount of share capital and number of issued shares
• Rules and regulations on governance

You must submit a copy of your company’s constitution when you incorporate your company in Singapore.

If there is any alteration to the constitution, the company is required to pass a special resolution in a general meeting. Your company will have to submit a copy of the special resolution and a copy of the altered constitution to ACRA by filing a “Notice of Resolution” via BizFile+ within 14 days.

Below are some important and useful information for new company directors to take note of:

Corppass

Corppass is a corporate digital identity for businesses and other entities (such as non-profit organisations and associations) to transact with Government agencies online. Managed by the Government Technology Agency (GovTech), Corppass is the single login method for Government-to-Business (G2B) transactions from 1 September 2018.

Corppass will be required for all Singapore registered entities with a Unique Entity Number (UEN) to transact with the government from 1 Sep 2018.

Your appointed corporate service provider should be able to assist with the setting up and managing of your company’s Corppass account after the incorporation of your company, if required.

Membership with Singapore Business Federation (SBF)

Under the SBF Act, all local companies (registered under the Companies Act) with a total paid up/authorised share capital of S$0.5 million and above become statutory members of SBF. If your company meets these criteria, SBF will notify you of your company’s membership.

The Companies Act requires all companies to maintain up-to-date registers of people in the following roles:

• Members, who are often also known as shareholders
• Directors
• Secretaries
• Auditors
• CEOs
• Controllers, also commonly known as beneficial owners

These registers (except for the register of members for public companies) are maintained by ACRA in electronic form. Whenever there are changes in the appointments or particulars of directors, secretaries, auditors and CEOs, you must update this information via BizFile+ within 14 days from the date of the change. If there are changes to the company’s shareholders or share capital, you should file the appropriate share-related transactions via BizFile+.

All registers except for the Register of Registrable Controllers are accessible to the public. This is to facilitate trade and interactions among businesses and members of the public, enhance transparency and enable the public to conduct due diligence on the business entities and the people who operate them.

Please contact your appointed corporate service provider if there are any changes.

Register of Registrable Controllers

All companies incorporated in Singapore, unless exempted, must set up and maintain a register of registrable controllers (RORC) within 30 days from the date of incorporation. A controller, or more commonly known as the beneficial owner, refers to an individual or a legal entity that has significant interest in or significant control over a company. This requirement is to provide transparency over the corporate ownership and control structure within the company.

You may keep your company’s RORC at your registered office address or at the office of your authorised corporate service provider.

Keeping your company information up-to-date

Once your company is incorporated, the information that you have provided may change over time. A company director or secretary has the duty and responsibility to keep ACRA updated if there are any changes to the following:

• Change in company address and operating hours
• Change in business activity
• New appointment of directors, company secretary, CEO and auditor
• Cessation of directors, company secretary, CEO and auditor
• Change in particulars of directors, company secretary, CEO and auditor
• Change in particulars of shareholders
• Allotment of new shares
• Transfer of shares between shareholders

Most of the business information filed with ACRA is made accessible to the public. It is therefore important to keep the information on your company in ACRA’s registers up-to-date.

You must inform ACRA within 14 days from the date of change by filing the appropriate transaction. A penalty may be imposed for late notification.

Please contact your appointed corporate service provider if there are any changes.