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Company Incorporation Services In Singapore

To incorporate a Singapore entity, you need to satisfy and comply with the following Company Registration requirement before you can operate your business in Singapore.

There are various company types in Singapore and the two main ones are as follows:

  • Public(with more than 50 members and listed in Singapore Stock Exchange)
  • Private (privately own and having not more than 50 members).

A Private Limited liability company is more common though due to its separate and distinct legal entities from its owners.  Hence, owners are not liable for the company’s debt or any legal action taken against the company.

Setting Up A Company In Singapore

To ensure smooth incorporation, you need a trusted professional service firm such as BESTAR who is familiar with and provide company incorporation services in Singapore and corporate secretarial function to assist you.  We shall walk you through the complex Singapore Business incorporation process.

Before you register your business entity, keep the following company incorporation information in mind:

  • Company Name

An important step to kick-start the company registration in Singapore is to think of a suitable company name for your new Singapore company.  This company name must be approved before the process to register a new company in Singapore.

  • Shareholders

Owner of a company is known as Shareholder.  A Private Limited Company can have between one to 50 shareholders comprising of individuals or entities.  A company is allowed to have 100% of the foreign shareholding.  Shareholders can be directors of the company at the same.

  • Company Director

Company Directors are typically appointed by the owner of a company, i.e. the shareholders, to manage and run the business.  There is no limit to the number of directors a company can appoint, local and foreign.

In Singapore, there must be at least one local resident director appointed in a Private Limited Company (either a Singapore citizen, a Singapore Permanent Resident, or an individual who holds valid Employment Pass).  This local director (also known as Nominee Director) must be 18 years of age, has a local residential address, not bankruptcy and does not have any criminal record. Directors can be shareholders at the same time.

  • Company Secretary

A Company Secretary is a qualified resident who will be the main officer-in-charge of the various responsibilities a company is required to adhere to by law, e.g. annual return filing, recording of board resolutions, up keeping of a company’s register.  As stipulated by Singapore’s Accounting and Corporate Regulatory Authority (ACRA), it is mandatory that every company must appoint a company secretary within 6 months of its incorporation. A sole director and or shareholder cannot act as the Company Secretary.

  • Paid-up Capital

The minimum paid-up capital for a Singapore company will be S$1.  The paid-up capital of a company can be increased at any time after the company registration.

  • Registered Address/ Business Address

A Singapore address will be required as Registered Address of the company at the point of company registration.  This Singapore address must is accessible and effective for delivering documents to the company and its directors.  It can be either at a residential or commercial address but it cannot be a P.O. Box address.

Note that if the residential address is to be used as your business address, prior approval must be obtained from the respective authority (e.g. HDB for public housing residential address; URA for private residential address).

 

  • Tax Exemption Benefit for New Companies

Singapore’s corporate tax rate is at 17%.  Newly incorporated companies meeting the qualifying criteria shall enjoy attractive tax exemptions for the first three consecutive YA (Year of Assessment):

  • 75% exemption on the first S$100,000 of normal chargeable income*; and
  • A further 50% exemption on the next S$100,000 of normal chargeable income*.

*Normal chargeable income refers to income to be taxed at the prevailing corporate tax rate. For further information on taxes and exemption incentive, refer to IRAS website.

  • Non-Resident Director and Entity – Setting Up Company in Singapore without a Local Resident Director

Foreign business owners/companies who wish to register a new company in Singapore must engage local professional service such as BESTAR who is a registered filing agent to assist you:

  • To register a new company in Singapore with ACRA;
  • To elect a Nominee Director for your company to satisfy the one Local Resident Director requirement;
  • To act as your Company Secretary and assist you in managing and advising your business obligations such as filing of your Annual Return, preparing the Annual General Meeting documentation as required by ACRA;
  • To provide a registered address;
  • To provide the service of collecting and re-directing your business mailers if you do not have a physical office address in Singapore yet;
  • With your plan to move physically to Singapore to operate the business, you will need a work pass such as Employment Pass, Entrepreneur Pass which allow you to act as local resident director of your company. The appointed Nominee Director shall relinquish the role upon your instruction.
  • You are required to physically visit Singapore for the opening of a bank account in Singapore.

 
How To Register A Business In Singapore
Documents:

To register a new company in Singapore, we need the following documents from you:

  • A company name was chosen for the new entity (encouraged to select two more names as alternatives);
  • Shareholder’s particular and identity card/ Passport (foreigner);
  • Director’s particular and identity card/ Passport (foreigner);
  • Company Secretary’s particular and identity card
  • The brief description of the business activities;
  • Registered address and Business address;
  • Company Constitution;

 

(this is a legal document that sets out regulations on how a company will be internally governed, its structure, shareholders’ rights and regulations on the management of a company. Constitutions can be either drafted by shareholders/directors from scratch or obtain a model constitution from ACRA)

 

  • The proposed company financial year end date;
  • Complete a Company Incorporation Form – indicating share details, paid-up capital, etc.
  • Complete a Know Your Client (KYC) Form

 

WHODOCUMENTS
Singapore Residents

·         Director

·         Shareholder

·    Copy of Singapore Identity card;

·    Proof of address (if residing overseas);

·    Completion of KYC Form;

·    Existing business registration record.

 

Non-Residents (Foreigners)

·         Director

·         Shareholder

·    Copy of Passport;

·    Proof of address;

·    Foreign residential address;

·    Completion of KYC Form;

·    Existing business registration record.

 

Corporate Entity Shareholders·    Copy of registration documents such as:

o  Certificate of Incorporation;

o  Constitution (also known as Memorandum & Articles of Association);

·    Corporate structure illustrating the parent company and new  company’s relationships;

·    Completion of KYC Form;

·    Copy of Identity card and/or passport of shareholders of the corporate entity.

 

Note: Documents not in the Englishlanguage must be officially translated and notarized by the lawyer. 

Company Registration/ Duration

Upon full submission of the completed KYC and all required documents, setting up a company in Singapore with ACRA’s Bizfile+ usually takes one to two days to complete.  However, the duration for company registration may be extended to another few weeks or longer should the chosen company name be referred by ACRAto another agency for further review.

Hence, we encourage you to select two or more company names apart from your first selection as alternatives.  Should the first company name be subjected for further review by ACRA, you have a choice to re-apply using the alternative names.  The application fee shall apply for new incorporation using the alternative name.

  • Choosing a Company Name

Generally, to ensure a good chance of name approval by ACRA during the company registration process, due care must be carried out to ensure an appropriate name being selected before the company registration:

  • Name chosen must not violate a registered trademark, i.e. a symbol, an established representative of a company or product, etc.;
  • Name chosen must not be identical or same to any existing established business name;
  • Name chosen should not be deemed offensive, indecent, obscene or vulgar.

The above list of examples is not exhaustive.  To minimize the risk of complaints on the company name incorporated, we will assist to check with ACRA the selected company name before proceeding with the company registration. An approved name will be reserved for 120 days from the date of application.

  • ACRA Company Registration Fee

Upon full submission of the abovementioned documents, we will proceed with the company registration with ACRA.  There will be a company registration fee collected by ACRA.

AFTER SETTING UP A COMPANY IN SINGAPORE

You will receive the following important documents from your company after you register a new company in Singapore.  These documents may be used for legal and contractual purposes such as an opening of bank accounts, signing of an office lease.

  • Notice of Company Incorporation

An official email from ACRA confirming the registration of the company.  This email includes the newly setup company’s registration number.

  • Constitution

A Constitution sets out terms on how a company will be governed internally, shareholders’ rights, its business structure and regulations on the management of a company.  It can be either drafted by shareholders/directors or obtain a model constitution from ACRA during company incorporation.

  • Business Profile

A Business Profile containing the company and officers’ particulars may be obtained from ACRA via online request at a fee will be made available.

  • Certificate Confirming Incorporation of Company

A hard copy certification that a company has been registered with ACRA can be obtained at a fee from ACRA.

Thinking about doing business in Singapore? Bestar assists you in establishing your business presence in Singapore and assists businesses to fulfill their regulatory requirements in an efficient manner. We will take care of all your incorporation needs through our complete suite of services that covers all aspects of setup and ongoing company administration.

Guidance on an appropriate business structure
Businesses can establish a presence by setting-up various business vehicles available in Singapore, such as:

  • Private company limited by shares
  • Singapore Branch
  • Representative Office
  • Sole-Proprietorship
  • Partnerships

These business vehicles have different characteristics and regulatory obligations. We can assist to identify the suitable business vehicle for businesses setting up in Singapore and also assist with the establishment of the business vehicle.

Entity formation and establishment

Bestar works closely with businesses to help them through every phase of incorporation. We dedicate experts to business owners and ensure clear communications and single-point contact. Our services are backed with over 8 years of experience that translates to a smooth incorporation process.

Our services include:

  • Incorporation of private and public companies
  • Registration of Singapore Branch [foreign companies]
  • Registration (and renewal) of representative offices
  • Provision of registered office/correspondence address
  • Provision of named company secretary
  • Provision of nominee director
  • Provision of the branch’s agent
  • Provision of local nominee agents
  • Provision of initial secretarial matters for holding the first board meeting and shareholders’ meeting
  • Proper maintenance of statutory registers and records
  • Preparation and filing of annual returns with the Accounting & Corporate Regulatory Authority of Singapore
  • Acting process agents