Register A Company In Singapore [PROMO S$645]

Register A Company In Singapore [PROMO S$645]
  • Quick Starter

    $388

    • ACRA Registration Fee (Company Name Application & Company Incorporation ($315)
    • Corporate Bank Account Opening Assistance
    • Company Business Profile
    • Company Constitution
  • Value Starter

    $500

    • Everything in Quick Starter plus:
    • 12 Months of Corporate Secretary Services
    • Consultation on Company Registration and Incorporation
    • 1st Board of Directors Meeting
    • Email & SMS reminders for deadlines of Government Filing
    • 30 Days Trial of MYOB Accounting Software
  • Minimum requirement of at least 1 Singapore Citizen or Permanent Resident (PR) to act as Resident Director in the Company
  • A secretary must be appointed by all private limited companies within 6 months from the date of its incorporation as required by Singapore Company Act (Cap. 50)
  • For Value BizStart, Value BizMax and Super Valuebiz, it allows for 2 individual and additional $80 per person will be charged. However for Value Starter, only 1 individual is allowed.

Conditions for Compilation of Unaudited Financial Statement

  • Should not be consolidated or audited
  • Should not consist of more than 1 Loan or Hire Purchase item
  • Should not contain construction contracts

Certain requirements are to be fulfilled if you are planning to form or register a Company in Singapore.

A private limited company is considered a separate legal entity in Singapore, after its registration. Shareholders will not responsible for company’s liabilities beyond the contributed share capital.

As outlined by the Inland Revenue Authority of Singapore (IRAS), Singapore Exempt Private Limited can enjoy tax exemptions for the first $100,000 of corporate profits for the first 3 years.

The tax exemption policy for newly registered Singapore companies will not be given to investment holding companies and companies involved in property development activities that are incorporated on and from 26 Feb 2013 onwards. These types of companies will still enjoy the partial tax exemption.

In YA 2013, YA 2014 and 2015, the companies will be given a 50% Corporate Income Tax (CIT) Rebate capped at $30,000 for each Year of Assessment.

During YA 2016 and 2017, companies will be given a 50% Corporate Income tax (CIT) Rebate capped at $20,000 far each Year of Assessment.

This promotion is only applicable for companies owned by Singaporeans / PR with or without foreigners in the company and without the need of an additional Nominee director services.

Other Information About Incorporation of a Company In Singapore

A Private Limited company in Singapore is considered a legal entity separate from its directors and shareholders. Beyond the shared capital, the shareholders of the company are not responsible for its debts. Only a person, local or foreigner, with a sound mental capability at or above the age of 18 can register a company in Singapore.

Information on Company Directors, Secretary, Chief Executive Officer (CEO) and Auditors

Directors
A director is the person responsible to provide the company with directions and manage the company affairs. A director must act in the best interest of the company and make decisions objectively. He also needs to be diligent and honest when he carries out his duties. According to the Companies Act, a minimum of one director is required.

Each company must have at least a director who is an ordinarily resident in Singapore. “Ordinarily resident in Singapore” means that the director’s usual location of residence is in Singapore. A Singapore Citizen (SC), Singapore Permanent Resident (SPR) or an EntrePass holder can be accepted as a ordinarily resident in Singapore.

An Employment Pass (EP) holder may be accepted as a director who is ordinarily resident here, subject to compliance with prevailing laws and regulations on the employment of foreign manpower. If EP holders will need to apply for and be granted a Letter of Consent (LOC) before registering directorship positions with ACRA if they want to take on secondary directorship position in another company (other than the company his EP is approved for).

To be a director of a company, one needs to be above 18 years old. Although there is no maximum age limit for one to become a director, certain individuals (such as person convicted of offences involving dishonesty or fraud and bankrupt) are not qualified to hold director positions.

Secretary
A company secretary must be appointed within 6 months from the incorporation date for each company. The secretary must reside locally in Singapore. The secretary must not be the sole director of the company.

In certain situations, if the company fail to comply with the law, the company secretary may be held liable. The company secretary of a public company must comply with section 171(1AA) of the Companies Act. For example, the company secretary must possess at least one of these qualifications:

• Before being appointed as secretary of the public company, he or she has been a company secretary for at least 3 of the 5 years immediately
• Qualified individual under the Legal Profession Act (Cap. 161)
• Is a public accountant registered under the Accountants Act (Cap. 2)
• Is a member of the Institute of Singapore Chartered Accountants (ISCA)
• Is a member of The Singapore Association of the Institute of Chartered Secretaries and Administrators (SAICSA)
• Is a member of the Association of International Accountants (Singapore branch)
• Is a member of the Institute of Company Accountants, Singapore

Chief Executive Officer (CEO)
The Chief Executive Officer (CEO) of a company refers to a person who
• Is directly employed, or acting for or by arrangement with, the company; and
• Is the principal person who is responsible for the conducting and managing of the company, or part of the company business, as the case may be.
• It is up to the discretion of the company to determine if it wants to appoint a CEO since the appointment of a CEO is not compulsory. A person may be appointed as both a director and a CEO. If the CEO is employed in an executive capacity, the company officers will be the director, secretary, and the CEO

Auditor
A company auditor may be appointed within 3 months from the date of company incorporation, unless it is exempted from audit requirements under Section 205B, or 205C, of the Companies Act.

Different Types of Companies

Different types of businesses and companies need different company setups. Before starting a company or starting a business, it is important to know which type of company will fit your business.

Private Company limited by shares
Exempt Private Company (EPC)- There is a limit of 20 shareholders of an exempt private company. A corporation cannot be a shareholder. (please refer to section 4(1) of the Companies Act)
Private Company- There is a limit of 50 shareholders of a private company.

Public Company
A public company limited by shares can have more than 50 shareholders. The public company may offer debentures and shares to the public to raise capital. Before making any public offer of shares and debentures, the prospectus of the company must be registered with the Monetary Authority of Singapore (MAS).

A public company limited by guarantee refers to a company where its members contribute or undertake a fixed sum of liabilities of the company as a way of guarantee. Usually, charities and arts related organizations that run non-profit activities create such companies.

Company Taxation Rules

The tax exemption scheme was introduced in Year of Assessment (YA) 2005 for new start-up companies. The aim of this scheme is to promote entrepreneurship and promote growth for local enterprises.

The Singapore government announced in Budget 2018 that the tax exemption under the scheme will be revised so to strengthen the support for companies to build better capabilities. The updates will come into effect from YA 2020 for qualifying companies that claim for tax exemption under the scheme. (Please refer to IRAS website for any updates of tax relief)

With these updates, companies qualifying will be given the following tax exemption for the first three consecutive YAs where the YA falls in:

YA 2020 onwards
• 75% exemption will be given on the first $100,000 of the normal chargeable income*; and
• A further 50% exemption will be given on the next $100,000 of the normal chargeable income*.

YA 2019 and before
• A full exemption will be given on the first $100,000 of the normal chargeable income*; and
• A further 50% exemption will be given on the next $200,000 of normal chargeable income*.
*Normal chargeable income (NCI) refers to income taxable at the prevailing corporate tax rate.

Documents for Incorporation a Company in Singapore:

  • 3 proposed names of the company
  • Brief description of 2 main activities of your business
  • Place of business address in Singapore
  • Particulars of local or foreigner shareholders and directors
  • Copy of local director and shareholder NRIC
  • Copy of foreigner directors’ and shareholders’ passport copy and proof of overseas address
  • Amount of ACRA Paid-up capital (S$1-100) and breakdown percentage of shareholding
  • Proof of amount of paid-up capital

Non-English documents are to be submitted with translated versions.

Company Incorporation Procedures:

Making A Company Name Reservation
Approval of the Singapore government is required to register your proposed company name. The necessary application forms can be filled out by yourself or by service providers on your behalf. If your company name consists of certain words (such as bank, finance, law and media), the application status may take longer since they would need further approval from Government Authorities. If not, The Company Registrar will then update you on their decision on your application swiftly.

To increase the success rates of your application, choose company names which:
• Are unique and different.
• Do and will not infringe on any trademarks
• Not rude, obscene or dirty.
• Have not been reserved yet.

The process of incorporating a company in Singapore is quick as 1-2 hours after approval of company’s name by ACRA.

Company’s name should avoid specific words to prevent being referred to external government agency which can delay the process to up to few weeks. Upon approval of the company name, it can be reserved for up to 120 days. You may use the UEN website to check if a proposed company name has been taken. (Please refer to Accounting and Corporate Regulatory Authority (ACRA) website for any updates of the rulings).

After successful incorporation of your company, documents and 3 round stamp are issued by Singapore Company Incorporation Consultants for you to open a corporate bank account in Singapore. Mostly banks require signed documents and physical presence of the directors of the company to open the company’s account.

Bank account opening is subjected to Banks’ approval.
Please do prepare the following company information for submission:

Information of your company Directors
A Resident Director in Singapore is required to qualify. The person can be either someone with a valid employment pass/dependent pass, a permanent resident or a Singapore citizen. The appointed directors must be not hold any criminal records, be a bankrupt, and must be at least 18 years old.

Information on the Shareholders of your company
Private limited companies can have up to 50 shareholders that may consist of either local or foreign individuals or entities. Shares can be issued to the shareholders after the company incorporation process. If you are a private company that has up to 20 shareholders that has no beneficial interest in your shares, your company will be considered as an Exempt Private Company.

Details of your company secretary
A qualified secretary has to be appointed within the 6 months of company incorporation. It cannot be a sole director or shareholder and they must be an individual living within Singapore.

Specified Paid Up Capital
The minimum paid-up capital for completing the Singapore business registration is $1. You are able to increase it at any point in time since the companies here in Singapore does not use authorised capital. Ordinary shares, other shares or preference shares can be used instead.

Working Registered Address
A commercial or a residential address can be used to register as your local business address. Business on a smaller scale may be conducted with your residential address, and then an application for the Home Office Scheme is needed. Both HDB and private properties can be used and it must be submitted either through URA or HDB for approval.

Foreign Entrepreneurs
In Singapore, foreign entrepreneurs who are looking to open or register a company will also need to ensure that:
• A fee of $5.50 might need to be paid so that both the records of your directors and shareholders are publicly accessible.

• Self-registering of company does not apply for foreign entrepreneurs. The recommended way to do so is to get help from corporate service providers like Singapore Company Incorporation Consultants Pte Ltd.

• For entrepreneurs who want to run their company but do not live within Singapore, they do not need Singapore visas. If you wish to operate your company elsewhere, you will need to appoint someone as your local nominee director. A visitor visa is needed if you ever want to visit on a short-term basis. To operate locally, you will need to apply for either an Entrepreneur Pass or Employment Pass.

• Along with your MAA (Memorandum and Articles of Association, you will need to provide the same details of other business owners.

How to Register Your Business
Once the approval has been made, you can proceed to register your business officially. The documents mentioned above have to be ready and you will also need to fill in an incorporation application and make sure that all your company directors and shareholders have signed all the forms that are required.

Completed application should be submitted through Bizfile, an online business filing system of ACRA. Local residents may also submit the online application themselves using their personal Singpass account. However, for foreign entrepreneurs, they will need to engage the help of authorised service providers to do so. Special licenses may also be required for businesses that relates to food and beverages, finance, manufacturing of controlled items and banking.
In most cases, the application process will be fully computerised to promote faster approval rates and convenience.

If your incorporation application is successfully submitted, the company registrar can typically incorporate your business within the same day. Most business owners choose to both reserve their company name and register their business in Singapore at the same time. For applications which have to be referred to other governing authorities for reviewing, then the process of incorporation can take up to two weeks or two months for you to receive the approval.

What’s more, if you are from certain country, you may also find your application to be delayed. While this is very rare, it does happen from time to time when the governing authorities need to perform further interrogations to be performed. An upfront fee of$300 is required to be paid to the Registrar of Companies for their assistance. After that, a fee of $50 for sole proprietorship company registration and additional $15 for name approval.

Company Documents to be Filed Annually:

Estimated Chargeable Income (ECI) is to be filed within 3 months from the end of their financial or accounting year. The company must hold an Annual General Meeting (AGM) and file Annual returns under Section 175, Section 197 and Section 201 of the Company’s Act. Submission must be of a true and fair view of the company’s accounts to its shareholders.

Who needs to apply for a licence?

To find out if your business needs to apply for a licence, please click on the licence application link https://licence1.business.gov.sg/web/frontier/home and click on ‘Choose licence(s) by Government Agency’ for a list of licencing agencies or type the keyword in ‘Find licence(s) by Keyword’.

Participating Agencies

  • Council for Private Education (CPE)
  • Early Childhood Development Agency (ECDA)
  • Health Sciences Authority (HSA)
  • Hotels Licensing Board (HLB)
  • Housing & Development Board (HDB)
  • Infocomm Development Authority of Singapore (IDA)
  • International Enterprise Singapore (IE)
  • Media Development Authority (MDA)
  • Ministry of Education (MOE)
  • Ministry of Law (MINLAW)
  • Ministry of Manpower (MOM)
  • National Environment Agency (NEA)
  • Public Utilities Board (PUB)
  • Singapore Civil Defence Force (SCDF)
  • Singapore Police Force (SPF)
  • Urban Redevelopment Authority (URA)

When do you need to register for a licence?

After the incorporating your company, some trades will need to apply for licence before starting their company’s operations. Such trades include Food Hawker Licence, Private School Licence, Import/Export Licence, etc.

Before applying for a licence

Before applying for a licence, please refer to the respective agency’s website for the licence details such as licenser agency specific guidelines, licence validity period and eligibility criteria. You will also need to get ready your company’s UEN, Business Profile and supporting documents (if any).

How to apply for a licence?

Once you have decided on the licence most applicable for your company, visit this website to complete your application for the licence(s) by using your SingPass. For foreigner without SingPass, you may request for a user account. https://licence1.business.gov.sg/web/frontier/home

For any enquiries

Please contact the Licence One hotline number: 67741430, visit https://licence1.business.gov.sg/web/frontier/help/download-user-guide for a step by step guide or email Licence One at licences-helpdesk@crimsonlogic.com.