Incorporation of a company in Singapore. Service offer

A private company can also obtain the status of an Exempt Private Company. The main feature of an Exempt Private Company is that such a company is exempt from the obligation to appoint an auditor and file audited accounts. However, an exempt company still shall file an annual report and tax return with the tax authority.

A company obtains the status of an exempt company if it complies with two conditions:

Singapore employs a territorial tax system, so the profit tax is paid on income generated or earned or planned to be earned in the territory of Singapore. For example, having an account with a local bank or having a local director may be considered by the tax service as an intention to earn income in the territory of Singapore, which may possibly cause taxation.

The profit tax rate is 17%. The country has established a system of different tax benefits for local companies.

Resident companies are exempt from tax on dividends received from a foreign source (if a number of conditions are complied with); income from foreign branches and income from services provided abroad are also not taxed in Singapore, provided such income is not transferred to Singapore (for example, to the company’s account with a local bank).

Singapore also has no withholding tax on dividends paid to foreign shareholders of local companies, but it has a withholding tax on income paid to non-residents in the form of interest or royalty (15% and 10% respectively, unless another rate is provided for by double taxation treaties).

The incorporation of a Singaporean company takes about 5 weeks.

Only individuals who have attained the age of 18 years can be companies’ directors; they must not have been declared bankrupt or indicted for illegal activity. It is important that at least one of the directors or the sole director of the company must be a resident of Singapore. Directors are personally liable for the company’s activity; due to such risks local nominee directors do not grant the client the right to manage the company’s bank accounts (or require regular provision of bank account statements) and do not issue a general power of attorney.

Both individuals and legal entities that are residents/citizens of any country can be shareholders. A private company can have 1 to 50 shareholders. There is no minimum amount of the share capital set for Singaporean companies, but a company must issue at least one share. A company needs a local shareholder if it plans to open an account with a Singaporean bank*.

There are no requirements for private companies regarding either minimum or maximum amount of the authorized or issued share capital. Shares shall be issued with no par value. Issue of bearer shares is prohibited.

A company must have a local secretary. Only an individual with certain qualifications can be appointed secretary. The sole director of a company cannot be appointed secretary.

*In such a case, a local shareholder shall be appointed for 6 months.

1. The following has to be determined:

• name of the company (the name of a private company must contain the words "Limited", "Pte" or "Sendirian Berhad", "Sdn. Bhd." (in Malayan), which indicate its form of incorporation), which must be checked for uniqueness;
• structure of the company (director, secretary, shareholder, beneficiary);
• amount of the share capital;
• kind of the company’s activity.

2. Payment for services

3. The following documents have to be provided:

• director, shareholder (unless nominee service is used) and beneficiary’s passport copy;
• copy of a document proving director, shareholder and beneficiary’s residential address (in the form of a utility bill, bank statement not older than 2 months or analogous documents);
• if a legal entity becomes a shareholder, then the complete set of its founding documents will be required, including the certificate of good standing (or an analogous document) if the company was incorporated more than one year ago. The provided documents have to reveal the ownership structure, including the ultimate beneficial owner.

For each company the beneficiary shall sign a service agreement and an audit services agreement.

4. Check of the company’s name with the official register of companies. A name that has successfully passed the check can be reserved

5. Preparation and submission of the following documents for registration:

• Memorandum of Association which contains the company’s name, confirmation of the form of business incorporation, information on persons who signed the Memorandum of Association (full address, name and place of employment), number of shares issued by the company with the currency of the authorized capital and the Articles of Association of the company;
• Statutory Declaration of Compliance;
• Forms containing shareholders, directors and secretary’s data and the registered office address in Singapore and its business hours;
• Consent to Act as Director;
• Statement of Non-disqualification to Act as Director;
• Consent to Act as Secretary.

Upon completion of the incorporation the Register of Companies issues:

• Certificate of Incorporation of the Singaporean company;
• Business Profile of the company containing the registration number (the registration number has to be stated on all outgoing documents, invoices and other documents used for business communication).

After the registration number has been assigned, documents for issue of shares are made and the company’s seal is ordered.

Singaporean companies must annually prepare and file a tax return and an audited profit and loss statement (exempt private companies have the right to file an unaudited statement). The tax return and statement shall be filed with the local tax service annually before 30 November, and companies must also file a preliminary report on estimated taxable income 3 months before the end of the reporting period.

VAT accounts shall be filed quarterly.

Moreover, Singaporean companies must annually prepare and file with the Accounting and Corporate Regulatory Authority of Singapore an Annual Return signed by director and secretary within 1 month after the annual general meeting. The return shall contain data on the activity and structure of the company; financial statements of the company shall be filed along with the annual return.

Annual services (starting from the second year)

[1] The fees are valid as at August 2024.

[2] A refundable security deposit of USD 10 000 is required to protect interest and liability of a local nominee resident director for court summons/prosecution by ACRA or IRAS for a fine of up to SGD 100 000 and/or with jail term.

[3] Professional indemnity insurance and Director’s officers insurance to protect the interest and liability of local nominee director against 3rd party's legal action taken.