A comprehensive guide for registering company in Singapore

WHAT SHOULD YOU KNOW BEFORE YOU REGISTER YOUR SINGAPORE COMPANY?

There are various things that you ought to keep in mind before you register your company in Singapore. The following are some of the things you have to know:

  • The name of your company has to be approved before it can be incorporated.
  • You will have to appoint at least one resident director. You can, however, choose as many resident or nonresident directors as you wish. These directors must be above 18 years old. Should not be bankrupt, and should not have been convicted of malpractice before.
  • You have a minimum of one and a maximum of fifty shareholders. These can either be directors or just members. The shareholders may include both the local and non-local persons or organizations. Note that, it is permitted to have 100% of shareholders being non-local individuals. After incorporating your Singapore company, shares are issued at any time.
  • You will have to appoint a competent local company secretary within six months after the incorporation of your Singapore company. Note that, sole director(s) or shareholders can be the company secretary.
  • For you to register a Singapore company, you will need to have at least S$1 worth of share capital. The amount can, however, be raised at any time following the incorporation of your company.
  • You will be required to provide a local and physical Singapore address which will be the registered address of your company. The address need to be either residential or commercial but not a P.O Box.
  • Companies registered in Singapore enjoy appealing tax exemptions and incentives. The company pays about 9% or below of your first S$300,000 annual profit and then a flat rate of up to 17%. Singapore companies are not required to pay the capital gains or dividend taxes.

ARE YOU A NON-SINGAPORE RESIDENT WHO WOULD WANT TO INCORPORATE A SINGAPORE COMPANY?

Guide For Non-Singapore Residents. Other than the general guidelines discussed above, below are some basics to know for non-Singapore residents.

You need to hire the services of a professional firm to help in the registration of your Singapore company. Singapore law does not allow non-residents to self-register companies.

  • When incorporating a private limited company, there is no need to obtain a Singapore work visa. This is so if you are going to operate your company from overseas. If you wish to attend to the company matters, you can use a Singapore Visitor Visa.
  • In case you opt to operate your company from Singapore then you will need to have an Employment Pass or an Entrepreneur Pass that will enable you to assume as the native resident director of the company.
  • You can efficiently work on the company incorporation and the work permit requirements without necessarily visiting Singapore. Not unless if you wish to open a banking account at a bank based in Singapore.

WHAT DOCUMENTS DO YOU NEED TO REGISTER YOUR SINGAPORE COMPANY?

If you wish to incorporate your company in Singapore, you will have to produce the following documents:

  • The name of your company.
  • A short description of your business activities.
  • Registered Address.
  • Shareholders’ particulars.
  • Company secretary particulars.
  • Constitution.

If you employ the services of a reputable service firm, these documents will be needed to prepare all the necessary paperwork:

  • For non-Singapore residents; a copy of your passport, a proof of the oversea residential address and other Know-Your clients information, for instance, bank reference letters, personal or business profiles, etc.
  • For Singapore residents; A copy of your identity card is needed.
  • For the corporate entity shareholders; Copies of the registration documents, for instance, Constitution and the Certificate of Incorporation.

Keep in mind that officially accepted translated versions need to be provided in case there is any non-English document.

THE PROCESS OF REGISTERING A SINGAPORE COMPANY AND THE DURATION TAKEN.

The process of registering your Singapore company is completely computerized by The Singapore Accounting And Corporate Authority (that is ACRA), and under normal circumstances, this is done on the same day.

There are two distinct steps that you should follow when registering your Singapore Company. These are;

1. Name Reservation.

  • In most cases, it takes just an hour to either approve or reject a new company name. However, an exemption to this can occur if your proposed name contains certain words ( for example, bank, law, media, finance, etc) that may need to be reviewed and approved by the corresponding external government body. In such a situation, the name approval can be delayed for some few days or weeks.
  • For quick approval of your proposed company name, ensure that the provided name:
  • Is not similar or too identical to any of the existing local company name.
  • Does not violate with any trademarks.
  • Is not reserved by another individual.
  • Is not vulgar or obscene.

Once the name is approved, it will get reserved for four months (that is from the day of application)

2. Register Company.

  • After your proposed company name has been approved and the fully signed incorporation paperwork put in place, the company incorporation will be done in a few hours after filing the incorporation request. The authorities might decide to ask for extra information from the directors or shareholders of certain nationalities; however, this happens in sporadic cases.

HOW WILL YOU KNOW THAT YOUR SINGAPORE COMPANY IS INCORPORATED?

Once the incorporation process of your Singapore company has been completed, you will receive an official email notification from ACRA confirming the same. This confirmation email sent to you by ACRA will show your company registration number which will serve as the legal certificate of company incorporation in Singapore.

There is no hard copy issued as the certificate of company incorporation, but in case you need one, then you can send an online request to the issuing body (ACRA) following the incorporation. This goes for about S$50 per each copy issued. You should then collect your hard copy certificate the following day from ACRA offices.

Other than the certificate of incorporation, one can likewise access a PDF version of the company profile. This will, however, require you to pay the nominal application fees and then make an online request to ACRA. Your company business profile will be available for downloading within one hour after the request has been made and it bears the following crucial details:

  • The company name as well as the registration number.
  • The past company names (in case there is any)
  • Principal activities.
  • The date of incorporation.
  • Details regarding the shareholders.
  • The registered office address.
  • The paid-up capital.
  • Details regarding the directors.
  • Details regarding the company secretary.

The email confirmation of incorporation and company profile are enough in Singapore for all the legal and contractual requirements, including the subscriptions to internet/telephone services, signing of office leases, the opening of corporates bank accounts among others.

There are other things that you might most probably need following a successful registration of your company in Singapore. These include the following.

  • The share certificates for all the shareholders.
  • The company seal for your company.
  • Rubber stamps for your company.
  • The share register showing the shares allocated to every shareholder.

WHAT SHOULD YOU DO FOLLOWING THE SUCCESSFUL REGISTRATION OF YOUR SINGAPORE COMPANY?

Once you register your Singapore company successful, you can go on and open a corporate bank account at any of the many major banks in Singapore. Some of the common banks in Singapore are HSBC, Citibank, BBS, UOB, Standard Chartered among many others.

Most of these banks in Singapore will demand the physical appearance of the company principals to open the bank account. This, therefore, means that you need to be physically present at the time of opening the bank account or else way choose a bank that has no such demands. You can likewise be required to have at least one or more business license(s) before you can start your intended business operation.

Some businesses undertakings in this category may include education institutes, restaurants, import/export related businesses, financial services, travel agencies among various others. In case the projected annual revenues of your business exceed SGD 1million then you will have to be registered for the Goods and Services tax(i.e. GST) that is referred to as the Value Added Tax(i.e., The VAT) or the sales tax in some nations.

A GST-registered company should charge this tax( which is 7% at the moment) to their customers on the goods and services offered, and then remit the amount to the taxing authorities. Lastly, the Singapore Companies Act mandate specific annual filing demands and formalities for companies incorporated in Singapore. The above is the normal procedure to follow when registering your company in Singapore. Having read the above, you can now go on and open your Singapore company. It is that simple.

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