top of page

Company Incorporation

 

In the below section for company incorporation in Singapore, we have provided all-inclusive information for starting company and doing business in Singapore. 

 

New Company Registration:

 

​1.Singapore Company Registration Guid

 

Key Points: Company Registration & Business Formation

  • The company should appoint at least one local director, who should be a Singapore resident. A Singapore PR or employment pass holder is also eligible for the director’s post.

  • The company should have at least one shareholder. The shareholder need not to be a Singapore resident.

  • There should be at least one company secretary. SBS Consulting acts as your company secretary.

  • The minimum paid up capital is S$1.

  • A desirable business name has to be submitted to Accounting and Corporate Regulatory Authority (ACRA). Depending on the time taken for the approval, which is approximately 1- 5 days, the company is incorporated.

  • As a prime requirement of Singapore company formation, the company should provide a registered Singapore business address for its office.

 

2.Exempt Private Limited Company Explained

 

The fact that an EPC is exempt from audit requirements makes it the most preferred type of business entity in Singapore. Exempt Private Companies (EPCs) are private limited companies that are exempted from undergoing statutory audits.

 

The main motive behind an audit is to curtail the shareholders from undergoing losses, and to safeguard their interest. However, in case of an EPC, normally the shareholders also play the role of the company directors. This aspect rules out the necessity of undergoing an audit. Therefore, the amendment of establishing EPCs came into existence in 2003 in the companies act.

 

Regulatory Framework – An EPC is governed by the Singapore Companies Act

 

Shareholders – An EPC does not have the provision of allowing any other corporate body to hold its shares. In addition, it has no more than 20 shareholders who are natural persons. The shareholders can be Singapore residents or foreigners; there is no restriction to the nationality of the shareholders.

 

Directors – An EPC should have at least one local director, after which there is no further restriction on the nationality of directors. A shareholder can also act as a director.

 

Meetings – The EPC should have its first shareholder meeting within 18 months from the date of incorporation. Annual shareholders’ meeting has to be held no later than 15 months from the previous one. The meetings can be conducted outside Singapore also, and the shareholders are allowed to vote by proxy.

 

Capital – There is no minimum capital requirement. Any currency can be used to denominate the share capital.

 

Registered Office – Every EPC must have a registered physical office in Singapore, the address cannot be P.O. Box

 

Company Secretary – The EPC should appoint a company secretary within 6 months from incorporation. The company secretary should be a licensed individual resident in Singapore. The EPC cannot hire a corporate company secretary.

 

Filing Requirements – EPCs need to submit their annual return to the Registrar of Companies within 1 month from their Annual General Meeting. Filing of accounts with the Registrar is not required. They also need to file their annual tax return by 30 November of the following tax year. In addition, every EPC has to declare their revenue amount and Estimated Chargeable Income (ECI) with the IRAS, within 3 months of the end of its financial year.

 

EPCs are mainly companies with an annual turnover of less than S$5 million. EPCs are exempted from filing its audited annual accounts; instead, they can submit a declaration of solvency, duly signed by the company’s director and company secretary. If this document is not submitted, then the EPC also has an option of submitting its unaudited accounts to the Registrar i.e. ACRA.

 

This factor brings in the advantage of greater privacy for the directors and shareholders. This being said, the EPCs are still required to maintain proper accounting records, which are compliant to the format prescribed by the Companies Act and the Singapore Financial Reporting Standards (SFRS).

 

 

Foreign Company Registration in Singapore

 

A Singapore subsidiary company is a locally incorporated, private limited liabilities company in Singapore, whose majority shareholder is a local or a foreign company. Singapore subsidiary registration is the most preferred option for overseas companies, intending to extend their business operations overseas and want to keep a foothold in Singapore. Above all, they can gain unparalleled access to Asian global business market, i.e. Singapore.

 

Singapore allows 100% foreign ownership; therefore, the foreign companies get a chance to wholly own a subsidiary company without being responsible for the debts and liabilities incurred by the subsidiary company in Singapore. Once Singapore subsidiary company registration is completed, it is treated as a local tax resident company; hence, is legally entitled to tax exemptions and benefits available to local companies as per the tax regime of the nation.

 

Requisites to Understand Before Commencing Singapore Subsidiary Registration

 

• Company Name: The company name for the subsidiary can be different from that of the parent company, and is subject to approval by the ACRA. The name must be meaningful, unique, decent, and not identical with the name of any existing company. If these requirements are fulfilled, it takes hardly a few hours to get the company name approved from ACRA.

• Determination of Company Director: A Singapore Subsidiary must appoint at least one local director, either a local citizen of Singapore, permanent resident or holder of employment pass, EntrePass or Dependent Pass. He/she must be above 18 years age, and must not possess any previous record of criminal offenses or bankruptcy.

• Shareholding: To initiate the Singapore subsidiary company registration process, 100% ownership of shares is allowed in the name of the overseas parent company.

• Paid-Up Capital: The minimum paid-up or share capital required for subsidiary company registration is S$1. There is no concept of the authorized capital in Singapore. The amount can be increased at any period of time, subsequent to company registration.

• Local Registered Address: Irrelevant of the business entity, all companies incorporated in Singapore should have a registered business address at the time of company incorporation. The registered office address can be a business or residential one, but in any case, a P.O. Box address is not allowed during company incorporation. Having finished with the Singapore subsidiary company registration obligations, you can keep all statutory records of the subsidiary company, at the registered address.

• Appointment of a Company Secretary: According to the Singapore Companies Act, it is mandatory to appoint a Company Secretary within six months of incorporation. The appointed secretary should be a natural person, above 18 years of age and local resident of Singapore.

Documents Needed for Singapore Subsidiary Company Registration

The documents listed below, are required at the time of registration of a Singapore Subsidiary:

• A certificate of incorporation of the parent company

• Statutory declaration of compliance (Form no 6)

• A notice from the ROC (Registrar of Companies) that shows location of registered office, and that of the office hours and particulars of any changes (Form 44)

• Passport particulars and residential address details of the director/s of the Singapore subsidiary

• Particulars of register of directors, managers, secretaries and auditors and any changes (Form 49)

• Signed Consent to Act As Director (Form 45)

• Memorandum & Articles of Association

bottom of page