Incorporate Singapore Company

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Incorporate Singapore Company

*Note: Please note that there has been an amendment to the Companies Act which are not reflected on this page yet. To view the updated information, please visit these pages:

Selected Key Legislative Amendments to Singapore Companies Act to be effected in Phase 1 (1 July 2015)

Selected Key legislative amendments to Singapore Companies Act be effected in Phase 2 (1st Quarter 2016)

Name check & Reservation of Name

A proposed name (and 2 alternatives to be given to us initially) should be provided to conduct a check for the availability of a company name with the Registry. The name will be reserved for two months upon (usually same day) approval. Please note that the Registry rejects names that resemble names of existing companies, undesirable and/or politically sensitive names.

Registration

Information on the principal activities must be provided to the Registry (i.e. management consultancy, investment holding company). A maximum of two business activities will be indicated in the Company’s business profile.

Capital

There is no authorized capital requirement for Singapore companies and the minimum issued share capital is S$1.00. The preferred currency for the capital (usually in USD or SGD) must be provided to the Registry.

Additional information needed for incorporation

Typically, the Singapore resident director of VALON will act as first director and shareholder, and VALON will provide the resident company secretary to ensure a smooth and swift incorporation process.

Resident Director

A Singapore company may have local and foreign directors of minimum 18 years of age. A minimum of one director who must be a Singapore resident individual, i.e. Singapore Citizen, Singapore Permanent Resident, or a person who has been issued an Entrepreneur Pass or Employment Pass by the applying company. Certain individuals e.g. bankrupts, are disqualified from holding director positions.

VALON can provide the nominee Singapore resident director service.

Shareholder

Minimum of one, either an individual or a corporate shareholder, is required.

Resident Company Secretary

Required. This must be a natural person, a service which can be provided by VALON.

Certificate of Incorporation

The Certificate of Incorporation is available for purchase online after the company has been incorporated.

Auditor

A Company that does not meet the following audit exemption criteria must have their financials audited:

(a) it is a private company in the financial year in question; and

(b) it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:

(i) total annual revenue ≤ $10m;

(ii) total assets ≤ $10m;

(iii) no. of employees ≤ 50.  

For a company which is part of a group:

(a) the company must qualify as a small company; and

(b) entire group must be a “small group”

to qualify to the audit exemption.

For a group to be a small group, it must meet at least 2 of the 3 quantitative criteria on a consolidated basis for the immediate past two consecutive financial years.

Where a company has qualified as a small company, it continues to be a small company for subsequent financial years until it is disqualified. A small company is disqualified if:

(a) it ceases to be a private company at any time during a financial year; or

(b) it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.

Where a group has qualified as a small group, it continues to be a small group for subsequent financial years until it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.

Procedures for opening of a bank account

In general, the following are the standard due diligence documents for new account opening in Singapore:

  • Notarised corporate documents of the company
  • Notarised due diligence documents of Directors, shareholders, ultimate beneficial owner and
  • cheque signatories
  • Notarised Passport copies (with signature pages)
  • Notarised Residency/Address proof (not more than 3 months old)
  • Information on Source of funds & estimated turnover
  • Board Resolution for account opening
  • Specimen signature for all authorized signatories – to be signed before the bank officer
  • Bank reference letter and / or professional reference letter for the ultimate beneficial owners/ directors/ shareholders/ authorized signatories.

Some banks will require face to face interview with the authorized signatories & ultimate beneficial owner.

Holding of Annual General Meeting (AGM) and Filing of Annual Return (AR)

This is mandatory.  First AGM must be held within 18 months from the incorporation and subsequent AGM’s within 15 months from the last AGM date or within 6 months from the last financial year end, whichever date is earlier. Annual Return must be filed with the Registrar within one month from the AGM date.

Tax Filing

A newly incorporated Company is entitled for full tax exemption on the first $100,000.00 of normal chargeable income for the first three consecutive years of assessment. There is a 50% exemption given on the next $200,000.00 of normal chargeable income.

To qualify for the full tax exemption, the Company must be a resident in Singapore (Control and Management of its business is exercise in Singapore).

Full Tax Exemption scheme does not apply to the following companies incorporated after 25 Feb 2013:

  1. A company whose principal activity is that of investment holding; and
  2. A company whose principal activity is that of developing properties for sale, for investment, or for both investment and sale.

Investment holding companies derive only passive incomes such as dividend and interest income, while the real estate industry typically incorporates a new company for each new property development. The start-up tax exemption for encouraging entrepreneurship is not intended for such companies. These companies will be given partial tax exemption.

VALON can be your resource and business partner in Asia. Should you wish to receive more detailed information on VALON, please do not hesitate to contact us at enquiry@valoncorp.com.

Disclaimer: This publication does not provide financial, legal or tax or advice of any kind, and VALON cannot guarantee that the information is accurate, complete or up-to-date. While we intend to make every attempt to keep the information in this publication current, VALON make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained herein. Nothing on this publication should be used as a substitute for the advice of a third party. VALON assumes no responsibility to any person who relies on information contained herein and disclaim all liability in respect to such information. You should not act upon information in this publication without seeking professional advice.