Whether you’re an overseas company looking to start doing business or a foreigner who wants to incorporate a company in Singapore, our full suite of company formation services can help you navigate the complex process from incorporation to choosing a local director and more!
Why Setup Company in Singapore
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:
Benefit 1:
1) Partial Exemptions on Chargeable Income
Singapore companies can enjoy partial tax exemption, as shown in the table below:
| Chargeable Income | % exempted from Tax | Amount exempted from Tax |
|---|---|---|
| First $10,000 | @75% | =$7,500 |
| Next $190,000 | @50% | =$95,000 |
| Total $200,000 | =$102,500 |
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.
Benefit 2:
Protection for your ideas and innovations thanks to Singapore’s strict enforcement of its strong intellectual property laws.
Benefit 3:
Boosted reputation with a holding company in Singapore that increases confidence levels among clients/customers/investors in the global market.
Benefit 4:
Singapore enhances your company’s reputation to conduct business:
- 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
Benefit 5:
Strong international network of Agreements:-
- Double Tax Agreements
- Investment Guarantee Agreements
- Free Trade Agreement
- Economic Partnership Agreement
Benefit 6:
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.
Benefit 7:
No Dividend or Capital Gains Tax
Benefit 8:
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.
Benefit 9:
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.
Benefit 10:
Advanced and developed infrastructure and transportation
Benefit 11:
Educated, proficient workforce & open immigration policy
Benefit 12:
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.
Guidance and Important Notes For New Company Incorporation in Singapore
Whether you are from overseas or looking to establish an offshore business, by registering your company in Singapore, your company will benefit from:
- Excellent strategic location and proven sustainable globalised economy making Singapore an attractive and extraordinary business hub for organisations looking to establish their presence in Southeast Asia and Asia-Pacific.
- This is a good opportunity if you are planning on doing business in Singapore, as knowledge of the investment environment and information on legal, accounting and taxation framework are essential to ensure your organisation stays on the right track towards a dominant position.
- The most common type of business entity to set up in Singapore is a Private Limited Company. This guide will provide you with insights into the key aspects of investing and undertaking business in Singapore. It will make references to some of the general issues companies might face when expanding into the city-state.
- A private limited company is limited by shares and has a separate legal entity from its shareholders. It is recognised as
a taxable entity in its own right. As a result, shareholders of a Singapore private limited company are not liable for its debts and losses beyond their amount of share capital.
Singapore Company Incorporation Requirements
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:
Choosing a Company Name
- 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.
Deciding on a Financial Year-End
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.
Deciding on the FYE is very important as it will determine when your corporate filings and taxes are due every year.
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
What you have to file each year
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
Appointing Directors, Company Secretary and Other Key Personnel
a) Director
Minimum of one director who has to be ordinarily resident in Singapore (i.e. Singaporean/ Singapore Permanent Residence (PR)/ Singapore employment pass holder).
In the event that there is no local director, we are able to provide a nominee director service for registration purposes.
b) Shareholder
Minimum of one Individual Shareholder or one Corporate Body. (the shareholder does not need to be a local resident i.e. the company can be 100% foreign owned).
c) Corporate Secretary
Must have one secretary who is ordinarily resident in Singapore.
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.
Share Capital
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
- 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.
Register Office Address
Registered Singapore Local Office Address
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.
Constitution
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.
Other Important Information
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.
Maintaining Singapore Company Registers
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.
Other Obligations: 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.
Frequently Asked Questions
Company Incorporation1. Do I need to physically visit Singapore to Incorporate a Company?
No, you are able to incorporate a company remotely as long as all required documents are provided as requested by your professional service provider.
2. What documents do I need to provide for a Singapore Company Incorporation?
This might vary depending on the professional service provider you engage, as the procedures carried out by each provider could differ. Typically, you will be required to provide a notarised identification and address proof of all potential officers of the company, such as the director(s) and shareholder(s). If the shareholder is a corporate entity, the business registration certificate, M&AA, shareholder list and other corporate related documents will be required.
3. How do I register a Company in Singapore?
To form a company in Singapore, you must address the following three things. Choose the right business structure, register your company with ACRA (Accounting & Corporate Regulatory Authority) to legally establish your company’s existence and set up a corporate bank account, if necessary.
After you choose the name of your company, you should decide on the type of company you intend to establish.
The types include:
Private company limited by shares
Exempt private company
Public company limited by guarantee
Public company limited by shares
Unlimited exempt private company
Unlimited private company
Unlimited public company
Then you should decide the end date of your financial year and determine what needs to be filed every year. Besides, it is crucial to appoint secretaries, company directors, and other key staff (ie an auditor within the first 3 months of incorporation) as you organize the shareholders and share capital within your business. You will also have to provide the constitution and registered office address.
4. What are the different types of business structures I can choose from?
Private Limited Company: Private limited companies have less than 50 shareholders and their shares should not be accessible to the public. A private limited company has the most flexible business structure. It is a separate legal entity from its shareholders and directors. It enjoys limited liability, shareholders are not liable for debts that are more than the agreed shared capital. You will need to open a corporate bank account for this reason. You can also freely transfer the ownership of the company.
Sole Proprietorship: Sole Proprietorship fundamentally means there are no partners in the business where the owner can earn all the profits but also bear a higher risk if anything happens. The sole proprietorship is not a separate legal entity from the business owner and all the debts of the business are the personal responsibility of the owner due to its unlimited liability. To register as a sole proprietor in Singapore, you must be a Singapore citizen, Singapore resident, or entrepreneur passport holder.
Limited Liability Partnerships(LLP): LLP lets companies operate as partnerships while benefiting from the advantages of a private limited company. LLP is a separate legal entity and partners are not responsible for any loss or liability arising from the business.
5. What is ACRA?
ACRA stands for the Accounting and Corporate Regulatory Authority of Singapore. It regulates Singapore’s public accountants, business entities and corporate service providers. Their job is to create synergies between business compliance with disclosure obligations and public accountants’ statutory audit regulations. Their responsibility is to administer the matters related to companies, business name registrations and accountants. They also represent the Singapore government in international situations involving business entity registration and regulation, public accounting, and corporate service providers.
6. What happens once the Company Incorporation is complete?
ACRA will send you an email to confirm your company registration in Singapore. If required, a soft copy of the Certificate of Incorporation can be purchased for S$50. A soft copy of your company's business profile will be provided for free and this profile will consist of the company structure and details of your new company. After successfully completing the company registration process, your company can apply for a bank account at any bank in Singapore, subject to the review and approval of bank management. Prepare your passport, NRIC (National Registration Identity Card), and residence certificate for directors, signers, and ultimate beneficiaries as well as the business supporting documents. If required, depending on your company's business activities, apply for the relevant licenses. If you expect your company’s annual sales to exceed S $ 1 million, please register for the Goods and Services Tax.
7. Can a foreign entrepreneur start a business in Singapore?
Yes! With all the attractive tax benefits, centralised location and business-friendly government policies, Singapore is one of the top countries in Asia for foreign directors or entrepreneurs to expand their business or to newly incorporate one.
Foreign entrepreneurs can choose to apply for an Employment Pass after their company is registered in Singapore. The Employment Pass (EP) permits foreign executives, managers and individuals to work in Singapore. Do note that your application is subject to the authorities’ approval.
To avoid any uncertainty or hassle, foreigners should hire a corporate secretary firm like Premia TNC to gain help with the incorporation process on top of other company formation services.
8. What are the tax benefits of incorporating my company in Singapore?
There are many business-friendly tax benefits to encourage company registration in Singapore. These are the tax advantages that entrepreneurs enjoy in Singapore:
1. *Newly incorporated companies get exempted from 75% of their first 3 years of tax filing for their first corporate profits of S$100,000.
2. *There is a further tax exemption of 50% taxable income of up to S$100,000.
3. Shareholders of companies in Singapore can enjoy zero tax for both capital gains and dividends.
4. Singapore has signed the Double Taxation Avoidance Agreements (DTA) with more than 50 countries including Canada, China, France, Japan and the UK.
*Qualifying conditions apply.
9. What does a foreign company or an individual need in order to register a business in Singapore?
Foreign entrepreneurs are obliged to engage with a professional corporate service firm to register on their behalf since a foreign company or an individual cannot self-register their company. If you would like to become the company’s local director, you need to obtain either an Entrepreneur Pass or an Employment Pass.
10. How do i know if a company is registered in Singapore?
You simply have to type in the company name you would like to check on the search platform at ACRA. Then, if the company you search for has been registered, you will see their information such as the office address, the company name and Unique Entity Number (UEN).
11. Why do we need the Unique Entity Number (UEN) for companies in Singapore?
The Singapore government issues all entities in Singapore with a unique entity number (UEN). Your UEN will be issued after your Singapore company registration is complete.
Local firms, LLPs, societies, and representative offices are all eligible for the UEN and ACRA is in charge of issuing UENs to limited partnerships, limited liability partnerships, foreign corporations, and public accounting firms.
12. What needs to be prepared for an annual return of a company?
Companies incorporated in Singapore should prepare and present the following financial statements at their Annual General Meeting (AGM):
1. Statement by Directors
2. Report of Director
3. Statement of Comprehensive Income
4. Statement of Change in Equity
5. Statement of Financial Position
6. Statement of Cash Flow
7. Notes to the Financial Statements
The company’s annual return must be filed with the Registrar within 7 months of the company's financial year end.
13. Do I need to appoint a corporate secretary?
Every corporate in Singapore must appoint a corporate secretary within 6 months post-incorporation. A company secretary is in charge of tasks including maintenance of registers, processing of standard filings and submission of changes to ACRA and has to a be Singapore resident who is a natural person.
14. Can my business be run without support staff?
Yes, many startup companies operate in such way. It is viable for business support to be outsourced from professional corporate service firms which will help you focus on your core business.
15. Do I have to rent an actual office for my business incorporation?
Although a registered address is required for company incorporation in Singapore, it does not need to be your actual office.
16. What are Singapore’s accounting standards like?
With the effect of the Companies Act, all companies incorporated in Singapore are obliged to present financial statements that follow the Singapore Financial Reporting Standards (SFRS). The SFRS has a basis on the International Financial Reporting Standards (IFRS) which are issued by the International Accounting Standards Board (IASB).
17. What is the timeline for registering a company?
You can set up a company in one working day once we obtain all the necessary information and documents from you. It also depends on the availability and service hours of local authorities, i.e. they are not available after business hours or on weekends.
18. What should I use as a registered address?
All Singapore registered companies must have a local address to meet the regulations and use for official mail. You can engage our registered office service if you do not have an office or physical address in Singapore.
19. Can I become a director? Who can be appointed as the director of the company?
Yes, you can be a director of a company if you are above 18 years old, whether you are a Singaporean, Singapore PR or a foreigner. Also, you may appoint more than 1 director for your company. Every company must appoint at least 1 local resident director with Singapore citizenship or permanent residency. If they are not a Singapore resident, the director must hold an Employment Pass or Entrepreneur Pass. Contact us now to engage our company incorporation services.
