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How to Register a Company in Singapore in 2018

3 Apr

How to Register a Company in Singapore in 2018

How to Register a Company in Singapore

Do you want to register a company in Singapore? This is one of the most helpful company registration guide online showing you how to register a company in Singapore.

What things do you need to take note before registering your company and business in Singapore?

It is important that you are aware of the following requirements before registering your Singapore company:

  • Get your company name approved by the Accounting and Corporate Regulatory Authority (ACRA) before company incorporation. ACRA is the Company Registrar organisation in Singapore.
  • Appoint a minimum of 1 local director who is an ordinarily resident in Singapore. An “ordinarily resident in Singapore” means that the director’s usual place of residence is in Singapore. Anyone who is a Singapore Citizen, Singapore Permanent Resident or possess an EntrePass can be accepted as an ordinarily resident here. You can appoint an unlimited number of non-resident or additional directors too. Both resident and non-resident directors must be at least 18 years old, have not been convicted of any offences (fraud or dishonesty) and not a bankrupt.
  • Your Private Limited Company may have 1 to 50 shareholders. The shareholders may or may not be the company directors. Companies in Singapore may be owned by a mix of both local and non-local shareholders, up to 100% non-local ownership. Individual natural persons or legal entities such as other companies can be shareholders. The same individual may serve the sole director and sole shareholder of a company.
  • Appoint a company secretary within 6 months of company registration. The company secretary must reside locally in Singapore. This person must not be the sole director and/or shareholder of the company.
  • You can set up a company with a minimum paid-up capital of only S$1. This share capital can be increased any time after the company incorporation.
  • Provide a local address in Singapore for the registered address of your company. The address must be a physical address in Singapore and cannot be a P.O. box address. You can use the virtual office address service of your corporate service provider company if you don’t intend to set up a local office address.
  • Singapore government provide attractive tax exemption scheme for new start-up companies to support entrepreneurship and help local companies grow. Announced in Budget 2018, qualifying companies will be given the following tax exemption for the first three consecutive YAs where the YA falls in:
    • YA 2019 and before
      • Full exemption on the first S$100,000 of normal chargeable income*; and
      • An additional 50% exemption on the next $200,000 of normal chargeable income*.
    • YA 2020 and onwards
      • 75% exemption on the first S$100,000 of normal chargeable income*; and
      • An additional 50% exemption on the next $100,000 of normal chargeable income*.

* normal chargeable income refers to the income to be taxed at the prevailing corporate tax rate.

  • Provide a local address in Singapore for the registered address of your company. The address must be a physical address in Singapore and cannot be a P.O. box address. You can use the virtual office address service of your corporate service provider if you don’t intend to set up a local office address.
  • To ease business costs and support the restructuring of companies, it was announced in Budget 2018 that the Corporate Income Tax (CIT) Rebate for YAs 2018 has been raised to 40% of the corporate tax payable subject to a cap of S$15,000. The CIT Rebate has been raised to YA 2019 at 20% of the corporate tax payable, subject to a cap of S$10,000.

 

What does a foreigner or non-resident need to consider when registering a Singapore company?

Other than the guidelines stated previously, here are some additional information that foreigners or non-Singapore residents need to take note of:

  • Engage a professional firm to incorporate your Singapore company. Non-resident individuals or entities cannot self-register a company under the Singapore law.
  • If you plan to move to Singapore to operate your Singapore company, you need to obtain either an Employment Pass or Entrepreneur Pass. The pass allows you to act as the local resident director of your company.

What are the documents needed to incorporate a Singapore company?

You need to provide the following documents to incorporate a company in Singapore:

  • Name of Company
  • Brief description of business activities
  • Particulars of Shareholders
  • Particulars of Directors
  • Registered address
  • Particulars of Company Secretary
  • Constitution

When you engage a professional firm to register a company for you, they will need your submission of the following documents to prepare the necessary paperwork:

  • Foreigners/ non-residents: Passport copy, proof of overseas residential address, other Know-Your-Client (KYC) information such as personal and business profiles, and bank reference letters, etc.
  • Singapore residents: Singapore identity card copy
  • Corporate entity shareholder(s): Registration documents copy, such as Certificate of Incorporation and Constitution

Please provide officially-endorsed translated documents for any non-English documents.

What is the process of registering a Singapore company? And how long is the process?

As the company registration process in Singapore has been fully computerized by the Accounting and Corporate Regulatory Authority (ACRA) of Singapore, the process can usually be done within the same day under most cases.

You can go through these steps to register your Singapore company:

1. Reserve Company Name

New company names are usually approved or rejected within an hour. Please do note that the names approval may get delayed from a few days to a few weeks if the proposed name contains certain words such as “insurance”, “bank”, and “education” as such names may be subjected to more regulation by review and permission by other Government authorities.
For faster approval of your company name, you can ensure the following:

  • It is not similar or identical to any existing local company names
  • It is not vulgar or obscene
  • It is not infringing any trademarks
  • It has not been reserved

An approved name shall be reserved for 4 months from application date.

2. Company Registration

Upon approval of the company name and the finalization of the company incorporation paperwork, company registration can often be completed within a few hours from the time you file the company incorporation request. Only in rare cases does the government authorities request for additional information from directors or shareholders of certain nationalities.

How do check if my Singapore company has been registered or incorporated?

An official email notification will be send by ACRA upon successful incorporation of your Singapore company. The email notification is treated as the official certificate of incorporation in Singapore and includes company registration number.

The email notification of incorporation and the company business profile are sufficient for all contractual and legal matters in Singapore, such as opening of corporate banking accounts, subscription to internet or telephone network services and signing of office leases.
If you need a hard copy of the certification of incorporation, you may request to ACRA online for S$50 per copy. The hardcopy can be collected from the ACRA office on the next working day.

A PDF version of your company business profile can also be downloaded online for a nominal fee within an hour of the request. The company business profile contains the following information:

  • Company Name
  • Registration Number
  • Previous company name (if any)
  • Incorporation Date
  • Principal activities
  • Paid-up capital
  • Registered office address
  • Details of Shareholders
  • Details of Directors
  • Details of Company Secretary

Here are some other items you will need upon company registration:

  • Share register indicating allocated shares to each shareholder
  • Share certificates for each shareholder
  • Company seal
  • A company rubber stamp

What do I need to take note after registering my Singapore company?

Once you have registered your Singapore company, you can open a corporate banking account in any major banks in Singapore, such as Oversea-Chinese Banking Corporation Limited (OCBC Bank), DBS Bank, United Overseas Bank Limited (UOB), HSBC Bank and Standard Chartered Bank.

Many Singapore banks require the company principals to be physically present at the bank during account opening.

Before commencing certain business operations, you may also need one or more business licenses. Business in food and beverage, financial services, education and training, travel agencies, import/export industries would usually require business licenses.

Companies which projected annual revenue exceed SGD 1 million must register for the Goods and Services Tax (GST). GST is similar to Sales Tax or Value Added Tax (VAT) in some countries. GST registered companies need to charge this tax to clients for the products or services sold. The current GST in Singapore is at 7%.

According to the Singapore Companies Act, incorporated companies in Singapore is mandated to do certain annual filing requirements.

 

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