*Minimum requirement of at least 1 Singapore Citizen or P.R. to act as Resident Director in the Company during the Singapore company setup
* A secretary must be appointed by all private limited companies within 6 months from the date of its Singapore company setup 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
There are certain requirements that need to be fulfilled if you are planning to do a Singapore company setup / registration.
A private limited company is considered a separate legal entity. Shareholders will not be held responsible for company’s liabilities beyond the contributed share capital.
As stated by the Inland Revenue Authority of Singapore (IRAS), new start-up companies can enjoy tax exemptions.
The tax exemption policy for Singapore companies that are newly registered will not be given to investment holding companies and companies that involved in property development that are incorporated on and from 26 Feb 2013 onwards. These types of companies will still enjoy the partial tax exemption.
For the Year of Assessment (YA) 2013, YA 2014 and 2015, Singapore companies were given 50% Corporate Income Tax (CIT) Rebate that were 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.
The Budget 2018 announcement stated that the tax exemption scheme is revised with effect from YA 2020 for all qualifying companies claiming for tax exemption under the tax exemption scheme. Companies that qualify are given tax exemption for the following 3 consecutive YAs where the YA falls in:
YA 2020 onwards
– 75% tax exemption on the first $100,000 of normal chargeable income**; and
– An additional 50% exemption on the next $100,000 of normal chargeable income*.
YA 2019 and before
– Full tax exemption on the first $100,000 of normal chargeable income*; and
– A further 50% tax exemption on the next $200,000 of normal chargeable income*.
**Normal chargeable income refers to income taxable at the prevailing corporate tax rate.
*Have to attend within 4 months from date of Singapore company registration
This promotion is only applicable for companies owned by Singaporeans / PR with or without foreigners in the company without the need of an additional Nominee director services.
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 setup a company in Singapore.
Different Types of Companies
Exempt Private Company can be setup with 20 or less members and the company must not have corporate entity. Private company has lesser than or has 50 members while public company has more than 50 members.
Company Taxation Rules
Tax exemption scheme in Singapore allows full tax exemption up to S$100,000 for first three assessment years to newly qualifying registered companies. This is to boost Singapore’s entrepreneurship spirit and encourage foreigners to do Singapore company setup/registration and to do business in Singapore or regionally.
Singapore’s exceptional reputation and tax benefits attract foreign investors.
Documents for Singapore Company Setup / Registration:
- • 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
To help you in your Singapore company setup / registration:
If you are a Singapore resident, a copy of your Singapore identity card will need to be collected.
If you are a non-resident, a copy of your passport, proof of overseas residential address, and other information, such as personal and business profile and bank reference letter will need to be collected.
If you are a corporate entity shareholder, a copy of registration documents such as Memorandum & Articles of Association (M&AA) and Certificate of Incorporation will need to be collected.
Please note that documents that are not in English will need to have translated copies that are officially endorsed.
Singapore Company Setup / Registration 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 setting up 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 an external government agency which can delay the process to up to a 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).
- Opening Corporate Bank Account
After successful setting up of your company, documents and round stamp are issued by Singapore Company Incorporation Consultants for you to open a corporate bank account in Singapore. Most banks require signed documents and the physical presence of the directors of the company to open the company’s account. Bank account opening is subjected to Banks’ approval.
Information Needed to do a Singapore company setup / registration
Please do prepare the following company information for submission:
- Information about 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 not hold any criminal records, be 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 Singapore company setup 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 Singapore company setup / registration. 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 and Singapore Company Setup / Registration
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 a company does not apply to 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 in 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 M&AA (Memorandum and Articles of Association, you will need to provide the same details of other business owners.
How to Setup 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.
A 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 relate 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 Singapore company setup 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 a 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 an 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, you may visit License One website. Once there, please click on “License Application” and select “Apply for New License” and type the keyword in ‘Search licence(s) by Keyword’.
Participating Agencies at License One website
- 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 license, please refer to the respective agency’s website for the license details such as licenser agency-specific guidelines, licence validity period and eligibility criteria. Please do 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 that is the most appropriate to your company, please visit LicenseOne to apply for the licence(s) by using your SingPass. Foreigners with no SingPass may contact LicenseOne to request for a user account.
For any enquiries
Please contact the LicenceOne hotline number: 67741430, visit License One website for a step by step guide.