REGISTER A PRIVATE LIMITED COMPANY

Before setting up a new business in Singapore, an important decision is to decide what legal form your business will take and a right company to engage.   You can choose to register a private limited company, a limited liability partnership, a general partnership, a sole proprietorship or a branch office.  The most common and widely used business form in Singapore is a private limited company.

Over the years, Ecovis had helped many entrepreneurs set up their business in Singapore successfully.  We can set up a company for you in just one hour!

SINGAPORE COMPANY
INCORPORATION PACKAGE

We aim to provide you a complete incorporation package that you can start business with all questions being answered.

  • Professional service fee
  • Company name application
  • ACRA incorporation fee
  • Share certificates
  • Minute Book & Register
  • Constitution
  • Common seal
  • E-certificate of incorporation
  • Business consultations
  • Company business profile
  • Printing and stationery cost
  • Bank introduction and opening services

Advantage of Setting Up a Private Limited Company

A private limited company is the most popular form of business entity in Singapore amongst all other types.  This is because it has more benefits to investors.

KEY BENEFITS

PROTECTION OF PERSONAL ASSETS AND LIMITING YOUR PERSONAL LIABILITIES

Directors and shareholders are not liable for the company’s debts beyond the amount of share capital they have subscribed unless the directors or shareholder have given personal guarantees.  When a company goes into bankruptcy, the directors and shareholders are not liable for the company’s debts.  Their personal assets are not affected.

SUBSTANTIAL TAX SAVING

Companies may be entitled to full tax exemption for first $100,000 taxable profit and partial tax exemption up to first $300,000 taxable profit.
The effective tax rate is as low as 5.7%.

  • Company’s headline tax rate is flat 17% while the maximum tax rate for personal is 22%.
  • Tax incentives available to private limited company may not available to other types of business. Branch office is considered as non-resident for tax purpose. Some benefits a resident company can enjoy that a non-resident cannot.
  • Better tax planning for company, such as utilisation of group relief etc.
  • Zero tax on capital gain and dividend income.

DIVIDEND INCOME IS TAX EXEMPTED

Dividends declared to shareholders are tax exempted.

ALLOW 100% FOREIGN OWNERSHIP

The company’s share can be 100% owned by a foreign individual or company.

OTHER BENEFITS

  • Easier access to capital funding through the sale of shares to investors and borrowing from banks.
  • It is easier to transfer the ownership of a company than an interest in a partnership, as all that is required is transfer of shares.
  • Audit exemption can be obtained for small companies with annual turnover of less than S$10 million, assets less than S$10 million or with less than 50 employees.

INCORPORATION REQUIREMENT

Singapore is ranked one of the best places to do business in the world.  Setting up a company in Singapore is one of the easiest things amongst all countries. It can be done in just one hour!

 

MINIMAL REQUIREMENTS TO FORM A COMPANY IN SINGAPORE

  1. At least one local director
  2. Minimal initial paid-up capital of $1.
  3. A Singapore registered office address.
  4. A qualified company secretary.

 

A local director must be a Singapore citizen, permanent resident or Singapore Employment Pass holder under your company.  We provide you with a local director, use of an office address and qualified company secretary.

INCORPORATION TIME & PROCEDURES

A company can be set up as fast as in just 1 hour!  

Sometimes, it may take longer to obtain name approval or signed documents from overseas directors.  If directors or shareholders are signing the documents overseas, you will need to consider additional time to have the documents notarised and sent back to Singapore.

Once the company name is approved and the documents are signed, a company can be registered immediately upon payment online.

INFORMATION & DOCUMENTS REQUIRED FOR INCORPORATION

Depends on the structure of your company directors and shareholders, we require follow documents to incorporate your company.

Director/Shareholder Information and documents to be provided
Local individual director/ shareholder
  • Photocopy of identity card
  • Contact number, mobile and email address
Foreign individual director/ shareholder
  • A copy of passport
  • A copy of residential proof (such as utilities bill, credit card statement or telephone bill, etc)
Local corporate shareholder
  • Copy of company business profile
  • Directors resolution to authorise the incorporation
  • Certificate of appointment of corporate representative
Foreign corporate shareholder
  • Copy of company business profile
  • Directors resolution to authorise the incorporation
  • Certificate of appointment of corporate representative

The above documents needs to be translated in to English and Notarised (certified by Notary Public).

COMPLIANCE REQUIREMENTS TO TAKE
NOTE AFTER INCORPORATION

COMPANY COMPLIANCE REQUIREMENT

All Singapore companies must comply with the statutory filing requirements with Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS).  The best way is to engage a professional firm to assist you on this.  Following are the company compliance requirement.

 

INLAND REVENUE AUTHORITY OF SINGAPORE (IRAS)

Estimated Chargeable Income (ECI) File within 3 months from financial year end
Income Tax Return File by 30th November each assessment year
Individual Tax Return 15 April for paper returns or 18 April for e-Filing on each year

 

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)

Annual General Meeting (AGM) First AGM within 18 months after its incorporation

Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months

Annual Return (AR) AR must be filed within one month
after the AGM

OTHER REQUIREMENTS

Goods and Services Tax (GST) Registration for GST is compulsory if :

  1. Turnover is more than $1 million for the past 12 months;
  2. You are currently making sales and you expect the turnover to be more than $1 million for the next 12 months.
Audited or unaudited financial statements
  1. Every company must prepare either audited or unaudited financial statements.
  2. Company needs not be audited if it is qualified as a small company. See audit exemption requirement.
XBRL filing requirement
  1. Solvent EPCs will are exempted from filing XBRL report.
  2. Insolvent EPCs and Non- EPCs are required to file XBRL.

See XBRL requirement.

CPF contribution CPF submission needs to be made 14 days after the end of the month.
Company registration number disclosure Every company is required to have the registration number displayed on all business letters, statements of account, invoices, official notices and publications.
Licenses and permits Some businesses in Singapore are subjected to regulation by government authorities such as school, travel agency.
Custom registration For company involves import, export in and out of Singapore, you will need to obtain a CR No., known as custom registration.
Keeping of accounting records You are required to keep your records for five years.

If such records are kept in a place outside Singapore, copies must be kept in Singapore.

REGISTER A SINGAPORE BRANCH

Foreign companies can also register a branch office in Singapore. Branch office is only an extension to its head office, owned by the foreign parent company.

The parent company of a branch is liable for all the debts and liabilities incurred by the branch office.

A Singapore branch is generally considered a non-resident company and therefore, not eligible for tax benefits available to resident companies.

FEATURES OF SINGAPORE BRANCH

  • The company name must be the same as the parent company
  • Must appoint one local agent who is a Singapore citizen, Singapore permanent resident (PR) or an Employment Pass (EP) holder
  • The shareholders, structure of company and its activities are directed by foreign company’s Constitution. There is no separate Constitution for the branch office

REQUIREMENT FOR THE BRANCH REGISTRATION

  • A certified copy of the Certificate of Incorporation of the foreign company
  • A certified copy of the Constitution of the foreign company
  • Particulars of the directors of the foreign company
  • At least 1 person resident in Singapore who will act as the authorized representative for the Singapore branch office
  • Registered office address in Singapore
  • Latest audited financial statements of parent company, if required to be prepared in parent country

Singapore Limited Liability Partnership(LLP)

LLP registration is done under the act of Limited Liability Partnership. Similar to private limited company, LLP can also have a separate legal identity. To register a business under LLP, there should be minimum 2 or more partners.

FEATURES OF LLP:

  • LLP is a separate legal entity.
  • Formation of LLP can be done, either by the new LLP registration or and conversion of business or company into an LLP.
  • LLP can hold its own property.
  • Right to sue or right to be sued in its own name.

 

MEMBERS AND ADMINISTRATION

  • Partners of LLP can be the natural person or companies.
  • Minimum of 2 or more partners.
  • It is required to get the approval of all the existing partners to admit a new partner.
  • Partners own and run the business without directors, secretary or shareholders.
  • A local manager who is above 18 years old, should be appointed.

TAXATION

Each partner should pay their taxes, based on the share of the income from LLP. Taxation methods is as follows.

  • If partner is an individual, taxed at the personal income tax rate.
  • If partner is a company, taxed at the corporate tax rate.

 

COMPANY NAME AND ADDRESS

  • The extension LLP, must be included in its name.
  • It should have registered office address in Singapore, through which all notices and communications are addressed.