Company Formation in Singapore
Singapore is a global business hub known for its ease of doing business, robust legal framework, and attractive tax incentives. Incorporating a company in Singapore is a straightforward process. Here’s a detailed breakdown of the requirements, procedures, and considerations:
Key Benefits of Incorporating in Singapore
1.Tax Efficiency: Corporate tax rate is capped at 17%, with various tax exemptions and incentives for startups.
2.Ease of Incorporation: Streamlined procedures allow companies to be incorporated within a day.
3.Reputation: Singapore has a strong global reputation for transparency, governance, and political stability.
4.Strategic Location: Ideal for companies looking to access Southeast Asia’s markets.
5.No Capital Gains Tax: Profits from the sale of assets are not taxed.
Types of Business Entities in Singapore
1.Private Limited Company (Pte. Ltd.): Most common, offering limited liability to shareholders.
2.Sole Proprietorship: Suitable for single-owner businesses with unlimited liability.
3.Partnership: Shared liability among partners.
4.Limited Liability Partnership (LLP): Combines features of a partnership and a company.
5.Branch Office: For foreign companies to establish a presence in Singapore.
Key Requirements for Incorporation
1.Company Name:
•Must be approved by the Accounting and Corporate Regulatory Authority (ACRA).
•Should not infringe on trademarks or be similar to existing business names.
•Cannot be obscene or offensive.
2.Directors:
•At least one director must be a Singapore resident (citizen, permanent resident, or a holder of an Employment Pass/EntrePass).
•Directors must be at least 18 years old and free of bankruptcy or criminal charges.
3.Shareholders:
•Minimum of 1 and a maximum of 50 shareholders.
•Shareholders can be individuals or corporations, and 100% foreign ownership is allowed.
•Shareholder(s) and director(s) can be the same person.
4.Paid-up Capital:
•Minimum paid-up capital is SGD 1.
•Additional capital can be injected after incorporation.
5.Company Secretary:
•Must appoint a qualified company secretary within 6 months of incorporation.
•The secretary must reside in Singapore and cannot be the sole director of the company.
6.Registered Office Address:
•A physical Singapore address is required (P.O. boxes are not allowed).
•This address is where official correspondence will be sent.
7.Constitution:
•A legal document outlining the company’s structure, rules, and regulations.
Steps to Incorporate a Company in Singapore
1.Name Reservation:
•Submit your proposed company name to ACRA for approval. The process typically takes a few hours.
2.Prepare Required Documents:
•For individuals:
•Passport and proof of residential address (e.g., utility bill).
•For corporate entities:
•Certificate of Incorporation, business profile, and board resolution authorizing the entity to open a Singapore company.
•For all companies:
•Details of directors, shareholders, and company secretary.
•Registered office address.
•Constitution document.
3.Submit Incorporation Application:
•File the incorporation application with ACRA via its online platform, BizFile+.
4.Receive Certificate of Incorporation:
•Upon approval, ACRA issues a Certificate of Incorporation and a Business Profile. These documents confirm the company’s legal status.
5.Open a Corporate Bank Account:
•Use the incorporation documents to open a bank account with a local or international bank in Singapore.
6.Post-Incorporation Compliance:
•File annual returns with ACRA.
•Maintain proper accounting records.
•File corporate tax returns with the Inland Revenue Authority of Singapore (IRAS).
Common Business Licenses
Some businesses require specific licenses to operate in Singapore:
•Food establishments.
•Financial services.
•Educational institutions.
•Employment agencies.
•Import/export businesses.
Ongoing Compliance Requirements
1.Annual General Meeting (AGM):
•Private companies must hold an AGM within 6 months of the end of their financial year.
2.Annual Returns:
•File annual returns with ACRA within 7 months of the financial year-end.
3.Tax Filings:
•File Estimated Chargeable Income (ECI) within 3 months of the financial year-end.
•File Form C or C-S (corporate tax returns) by November 30 each year.
4.Accounting Records:
•Maintain detailed records of financial transactions for at least 5 years.
5.Audits:
•Companies with annual revenue exceeding SGD 10 million, total assets exceeding SGD 10 million, or more than 50 employees must appoint an auditor.
Why Choose Singapore?
•Ranked as one of the easiest places to do business by the World Bank.
•Transparent regulatory framework.
•Double tax treaties with over 80 countries.
•World-class infrastructure and connectivity.
Incorporating a company in Singapore offers unparalleled opportunities for businesses looking to establish themselves in Asia. If you need assistance, please contact us for more details.
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