Singapore Incorporation – General Factsheet

Moving any complex organization to a different country takes serious consideration and planning. There are a multitude of variables to consider from tax rates to legal status. Singapore has become of the most welcoming country in terms of supporting business and entrepreneurship due to its low tax rates and ease of setting up a business and becoming incorporated. Below is a quick factsheet on what to consider when thinking about transferring an existing business or a new Singapore incorporation in the global business hub in Southeast Asia.

Legal: Companies are incorporated under the Singapore Companies Act, Chapter 50. It is also registered with the accounting and Corporate Regulatory Authority or ACRA. The company is separate from its owners, thus investors and shareholders in most cases are not liable if the company is not financially successful. The only liability is for initial investment in private limited companies by its shareholders.

Company name: When setting up a private limited company under Singapore Incorporation regulations, the business must use the Pte.Ltd or Ltd which recognizes limited liability. Anything connecting the business to another sovereign nation is not allowed. Specialist words denoting regulated activities such as bank, finance, insurance, university and others are only permissible when the necessary accreditation has been proven satisfactory the relevant monitoring agency. Offensive names or those that plagiarize on existing brands too closely will be rejected.

Incorporation Process: In order for your business to pass Singapore Incorporation procedures, an application must be made to the Registrar of Companies. The Memorandum and Articles of Association also must be supplied to the Registrar. The Memorandum should set out explicitly what the company’s operation entails with the Articles supplying governance and the management structure within the company.

Shareholders: There must be at least one shareholder that will be on file and public. However, some aspect of anonymity can be afforded with a nominee shareholder.

Share Capital: Though there is no minimum requirement for share capital, it is recommended that there should be at least $1000 invested. This has been in effect since 1 April 2004.

Directors of the company: The director needs to be a resident of Singapore, which can either be a Singapore national or an individual with the relevant visa or employment permit. The Director will also be on public file, though the individual can remain anonymous with a similar mechanism as that of the shareholder nominee. The only restriction on the director is that they also cannot be the company secretary.

Registered Office: To maintain tax status for Singapore Incorporation, each business must have a registered office and secretary in the country. This should be included with information given to the Registrar.

AGMs: Not all meetings have to be conducted in the country. However, any new company that has Singapore Incorporation must have an in country AGM within the first 18 months of being set up. AGMs should be held per annum and not exceed more than 15 months from the last AGM.

Time to Singapore Incorporation: The process for Singapore Incorporation is extremely fast, between 1 and 5 working days on average.

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