Company formation in Singapore

Legal form of companies in Singapore

Private Company Limited by Shares is a private company limited by shares.

The authorized capital of a Singapore company

The minimum share capital is 1 SGD.

The authorized capital does not have to be paid.

Companies with a paid-up capital of 500,000 SGD and above automatically become members of the Singapore Business Federation.

Director of the company in Singapore

The minimum number is 1.

Only a real person can be a director (not a legal entity).

One of the directors must be a resident of Singapore. The second director, as a rule, is assigned a nominal value from an offshore jurisdiction.

We provide the service of such a nominee service.

Shareholder of a Singapore company

The minimum number is 1. The maximum is 50.

A shareholder can be either an individual or a legal entity.

Singapore company secretary

Required. Only an individual resident in Singapore can act as a company secretary. We provide secretarial service for Singapore companies.

The sole director of the company and the secretary cannot be the same person.

Nominee services in Singapore

Nominee service is available upon customer request.

Company registration procedure in Singapore

Company registration in Singapore is carried out remotely.

To register a company in Singapore, the following documents are required:

Three variants of the name of the future company, in order of priority;
Scanned copy of the passport for travel abroad of the director / founder / beneficiary;
Proof of residence of the director / founder / beneficiary no older than two months in any format (utility bill or Bank Reference with an address);
Information about the company (name, types of activities, composition of founders and directors, some personal information).

As soon as we decide on the name of the company (make sure that a certain name is available for registration and submit an application for it, which will be approved), we proceed with company formation.

Terms of company formation in Singapore

It usually takes 3-4 weeks.

Availability of information in the public registers of Singapore about directors, shareholders and beneficiaries.

Information about directors and shareholders is publicly available.

As for the beneficiaries of companies registered in Singapore, starting from March 31st 2017,companies are required to store information about the beneficiaries in the form of a register of registrant controllers and provide information to government authorities upon request.

Annual company maintenance in Singapore

Every year the company needs to pay for the following services:

Service of a nominee director;
Renewal of the legal address;
Secretary services;
Preparation of the resolution of the annual meeting of directors;
Preparation and submission to the register an annual report confirming the company's data - Annual Return;
Auditor services.

Singapore Tax

The standard corporate income tax rate is 17%.

Singapore has a territorial tax regime: company income is exempt from tax if it is received outside Singapore and is not transferred to Singapore in one of the following ways:

Transfer of funds to the company's account in a Singapore bank;
Repayment of obligations arising from legal relations in Singapore (in other words, transactions with other Singapore companies);
Purchase of property in Singapore or property for the importation of goods into Singapore.

The standard VAT rate is 7%.

Reporting and audit of companies in Singapore

Submission of the annual report to the register

In accordance with the Companies Law, all companies incorporated in Singapore are required to file an annual return with ACRA (Accounting and Corporate Regulatory Authority) to ensure that the company's information in the registry is up to date. The company must also provide the date of its annual general meeting (AGM) if it held a general meeting of shareholders, as well as the company's financial statements.

Financial reporting

The company is required to maintain financial statements in accordance with the Singapore Financial Reporting Standards.

Within 3 months from the end of the fiscal year, the company must declare the amount of annual turnover and estimated taxable income by completing an ECI form with the Internal Revenue Service of Singapore (IRAS). Even if the amount of taxable income is zero, the form must be filed with zero values.

After submitting financial statements and approving them at the annual meeting of shareholders, the company is obliged to declare taxes.

Each company must appoint an auditor within 3 months of registration, unless it is exempted from audit requirements under the Companies Act.

We will help you determine the dates of the first reporting fiscal year (they do not always coincide with the calendar year), as well as deadlines for filing reports and paying taxes, if any.

A company can be recognized as “small” and exempted from filing an audit if two or three of the following conditions are met for two consecutive years: