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All you need know about Company Incorporation Singapore
Incorporating a company in Singapore can be a challenging task for even experienced business owners. Choosing the right business structure for your company can impact its viability, growth, and future expansion. The individual entrepreneurs can choose from a sole proprietorship, a private limited company, or one of the forms of partnerships to start their Singapore companies.
It is important to go through the advantages, disadvantages, and nature and scope of each of these business structures before deciding on the best option for your business. The choice of business structure can impact your taxes, personal liability, brand image, credit, and the opportunity to fully realize your business idea. It is important to carefully consider all options before making a decision.
A limited liability company (LLC)
in Singapore is a business structure that protects the shareholders of the company from personal liability for the company’s debts or losses. This means that the shareholders are only responsible for the amount of money they have invested in the company’s shares, and not for any additional obligations. Examples of LLCs in Singapore include private limited companies, public limited companies, public limited companies by guarantee, and subsidiary companies. Establishing a company as an LLC in Singapore involves registering the business with the Accounting and Corporate Regulatory Authority (ACRA), which acts as the Company Registrar for Singapore. This process is necessary in order to establish the company as a legal entity and protect the shareholders from personal liability.
1) Private Limited Company (Pte Ltd)
A private limited company, also known as a Pte Ltd, is the most popular business structure for forming a company in Singapore. This type of company is a limited liability company (LLC), which means that the shareholders are only responsible for the amount of money they have invested in the company’s shares, and not for any additional obligations. A private limited company can have from 1-50 shareholders, and at least one of the directors must be a resident of Singapore.
A private limited company has a separate legal identity from its owners, and is considered a legal person with the same rights as a natural person. This means that the company can buy property in its own name, sue or be sued in its own name, and has perpetual existence, independent of its members or shareholders. In addition, the shareholders of a private limited company are not responsible for the company’s debts or losses.
Singapore allows for 100% foreign ownership of private limited companies, and the transfer of ownership is easy. The company’s name must include the terms “Pte Ltd” or “Private Limited”. In general, a private limited company has more credibility than a sole proprietorship or a partnership in the eyes of investors, banks, financial institutions, suppliers, and customers.
As a local company and tax resident, a Singapore private limited company has access to tax benefits and incentives schemes for local entities, which can help reduce operating costs and taxes payable. The headline corporate tax rate in Singapore is 17%, but the actual tax paid by local companies is typically much lower.
2) Public Limited Company
A public limited company is a type of business entity that is listed on a stock exchange and can sell shares to the general public. It is different from a private limited company in that it has no restrictions on the number of shareholders it can have, and shareholders are not liable for the company’s debts. Public limited companies are required to have a minimum share capital of £50,000, and must include “plc” or “public limited company” in their company name. These companies are subject to more stringent reporting and disclosure requirements than private limited companies.
3) Public Company limited by Guarantee
A public company limited by guarantee is a type of business entity that is commonly used by non-profit organizations, trade associations, clubs, and other types of organizations that are not profit-oriented. In this type of company, the shareholders do not have any personal liability for the company’s debts. Instead, they agree to contribute a certain amount of money to the company if it is wound up. This type of company is often used by organizations that are established for the benefit of the public or for a specific social or cultural purpose. It is important to note that a public company limited by guarantee is not the same as a public limited company, which is a profit-oriented business that is listed on a stock exchange.
A sole proprietorship
is a type of business that is owned and operated by a single individual. In Singapore, a sole proprietorship is not considered a separate legal entity from its owner, which means that the owner is personally responsible for the debts and liabilities of the business. This means that the owner has unlimited liability, which means that they are personally responsible for paying off any debts or losses that the business incurs. Because a sole proprietorship is not considered a separate legal entity, it cannot own property or real estate in its own name. Instead, the property must be owned by the proprietor, who is then responsible for paying property taxes on it. The income from a sole proprietorship is considered the personal income of the proprietor, who must pay personal income tax on it. This can be more costly than corporate income tax, which is levied on incorporated businesses. Additionally, sole proprietors may find it difficult to raise funds for business expansion, as they do not have the option of selling shares in the company to raise capital.
A partnership
is a type of business structure that allows two or more individuals or entities to come together to conduct business activities and earn a profit. In Singapore, partnerships are governed by the Partnership Act, which allows partnerships to have up to 20 members.
Partnerships are not considered separate legal entities from their members, which means that the members of the partnership are personally responsible for the debts and liabilities of the business. This means that the partners have unlimited liability, which means that they are personally responsible for paying off any debts or losses that the business incurs.
In a partnership, the members share in the profits and losses of the business according to the terms of the partnership agreement. The members of the partnership must pay personal income tax on the income they receive from the business.
There are three types of partnerships: general partnerships, limited partnerships, and limited liability partnerships. Each type has its own unique features and characteristics.
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FAQ
Frequently Ask Questions.
Here are some common questions and answers related to incorporating a company in Singapore:
The process of registering a company in Singapore typically takes about 1-3 days, depending on the type of business and the complexity of the registration process. With all the required incorporation documents in hand, a commonly purposed business can be incorporated within 1 day.
There are a few key requirements that foreigners should be aware of when setting up a new business in Singapore:
- Business registration: All businesses in Singapore must be registered with the Accounting and Corporate Regulatory Authority (ACRA). This includes registering the business name and obtaining a Business License, as well as obtaining any necessary permits or approvals from relevant government agencies.
- Immigration: If you are a foreigner planning to set up a business in Singapore, you will need to obtain a valid work pass or visa in order to reside and work in the country. There are several types of work passes available, including the EntrePass, which is specifically designed for entrepreneurs.
- Business location: You will need to decide where to locate your business in Singapore. There are several options available, including setting up a physical office, renting a coworking space, or operating a home-based business.
- Capital: You will need to have sufficient capital to fund the operations of your business. This may include upfront costs such as rent, salaries, and equipment, as well as ongoing expenses such as utilities and supplies.
Overall, setting up a business in Singapore can be a complex process, and it is important to do your research and seek the advice of professionals, Please speak to our expert to help you about the registration.
To open a corporate bank account in Singapore, you will need to follow these steps:
To open a corporate bank account in Singapore, you will need to follow these steps:
- Choose a bank: Research and compare different banks to find one that meets your needs and offers the types of accounts and services you are looking for.
- Gather required documents: You will need to provide a range of documents to open a corporate bank account in Singapore, including identification and proof of address for all directors and shareholders, as well as proof of incorporation and business registration.
- Meet with a bank representative: Schedule an appointment with a bank representative to discuss your business needs and complete the account opening process. You may be required to provide additional information or documents during this meeting.
- Sign the account opening documents: Review and sign the account opening documents provided by the bank. These may include the account opening application, terms and conditions, and other legal documents.
- Deposit funds: Once your account is open, you will need to make an initial deposit to fund your account. This may be a minimum amount required by the bank or a larger sum, depending on your business needs.
It is a good idea to research and compare different banks to find one that meets your needs and offers competitive fees and terms. It is also a good idea to consult with a financial advisor or accountant to ensure that you understand the fees and terms of the account and that it is the right fit for your business.
Singapore offers various tax incentives and benefits for companies, such as tax exemptions, reliefs, and deductions. Some of the key tax incentives and rates for Singapore-registered companies include:
- Corporate income tax rate: The corporate income tax rate in Singapore is 17%, which is among the lowest in the world.
- Tax exemptions and reliefs: Singapore offers various tax exemptions and reliefs for companies, including exemptions for new start-up companies, tax deductions for research and development expenses, and tax exemptions for certain types of income, such as offshore income and foreign-sourced income.
- Tax treaties: Singapore has entered into tax treaties with more than 80 countries, allowing for the avoidance of double taxation and providing for more favorable tax rates on certain types of income.
- Pioneer certificate: Singapore offers pioneer certificates to companies engaged in certain approved activities, such as research and development, new technology, and new products. Companies with a pioneer certificate can enjoy tax exemptions of up to 100% for a period of five years.
- Development and expansion incentive: Singapore offers a development and expansion incentive (DEI) to companies that invest in new or expanded activities, such as the construction of new facilities or the acquisition of new equipment. Companies that qualify for the DEI can enjoy tax exemptions of up to 100% for a period of five years.
Overall, the attractive tax incentives and rates in Singapore make it an attractive destination for companies looking to expand or establish their operations in Singapore. You can find more information on the tax incentives and rates available in Singapore on the Inland Revenue Authority of Singapore (IRAS) website.
In Singapore, new start-up companies may be eligible for tax exemptions under the Start-up Tax Exemption (SUTE) scheme. This scheme allows qualifying companies to enjoy a partial tax exemption on the first SGD 100,000 of taxable income for each of the first three consecutive years of assessment. This means that a qualifying company can enjoy a tax exemption of up to SGD 30,000 per year.
To qualify for the SUTE scheme, a company must meet the following requirements:
- The company must be a tax resident of Singapore.
- The company must be incorporated in Singapore on or after 1 January 2016.
- The company must not be a subsidiary of another company.
- The company must not be a trust, partnership, or sole proprietorship.
- The company must not be engaged in certain prohibited activities, such as gambling or the provision of financial services.
If a company qualifies for the SUTE scheme, it can apply for the tax exemption by submitting a completed application form and the required supporting documents to the Inland Revenue Authority of Singapore (IRAS). The application must be submitted within two years from the date of incorporation of the company.
The effective tax rate for new start-up companies in Singapore depends on various factors, such as the company's income and tax obligations, and the type and amount of tax incentives and benefits that the company is eligible for.
Under the Startup Tax Exemption Scheme, eligible start-up companies can enjoy a full tax exemption on the first SGD 100,000 of normal chargeable income for each of the first three consecutive Years of Assessment (YAs). This means that if a start-up company has an annual taxable income of SGD 100,000 or less, it will not be required to pay any corporate income tax for the first three YAs.
However, if the start-up company has an annual taxable income that exceeds SGD 100,000, it will be required to pay corporate income tax on the excess amount. The corporate income tax rate in Singapore is 17%, so the effective tax rate for the excess amount will be 17%.
It is important to note that the Startup Tax Exemption Scheme is only one of the many tax incentives and benefits available in Singapore. Depending on the specific circumstances of the start-up company, it may be eligible for other tax exemptions, reliefs, and deductions, which can further reduce its effective tax rate. You can find more information on the tax incentives and rates available in Singapore on the Inland Revenue Authority of Singapore (IRAS) website.
The main terms of a company's constitution are typically outlined in the company's Memorandum and Articles of Association. These documents outline the company's purpose, its powers and objectives, and the rules and regulations governing its operations. The Memorandum of Association typically includes the company's name, its registered office address, and the names of its members (also known as shareholders or subscribers). The Articles of Association, on the other hand, contain the company's bylaws and internal rules, including details on how the company will be managed and governed. These documents are important for establishing the legal framework of the company and should be carefully drafted to ensure compliance with relevant laws and regulations.
The Singapore company constitution refers to the legal framework that defines the powers, rights, and responsibilities of a company registered in Singapore. This framework is typically outlined in the company's Memorandum and Articles of Association, which are the main documents that govern the company's operations and management. The Memorandum of Association includes the company's name, registered office address, and the names of its members (shareholders or subscribers), while the Articles of Association contain the company's bylaws and internal rules. Together, these documents form the company's constitution and provide the basis for its operations and decision-making processes.
A nominee director is a person who is appointed to act as a director of a company on behalf of another person or entity. In Singapore, nominee directors are often used by foreign investors who want to register a company in Singapore but are not able to meet the requirement of having at least one resident director.
If you are a foreign entrepreneur interested in setting up a business in Singapore, you may appoint a local or resident director to serve as the director of your company. A local or resident director is a Singaporean citizen or permanent resident who is authorized to act as a director of a company in Singapore.
There are a few key considerations to keep in mind if you appoint a friend or family member as a local director:
- Legal responsibilities: As a director of a company, your friend or family member will have legal responsibilities and duties, such as ensuring that the company complies with relevant laws and regulations and acting in the best interests of the company. It is important that they understand these responsibilities and are willing and able to fulfill them.
- Conflicts of interest: If your friend or family member has a personal relationship with you, they may have conflicts of interest that could affect their decision-making as a director. It is important to discuss any potential conflicts of interest with them and put measures in place to manage them.
- Professional experience: Your friend or family member should have the necessary knowledge, skills, and experience to fulfill the duties of a director. It may be a good idea to provide them with training or support to ensure that they are able to effectively fulfill their role.
Overall, it is important to carefully consider the suitability of a friend or family member as a local director, and to ensure that they are willing and able to fulfill the legal responsibilities and duties associated with this role.
As a director of a company registered in Singapore, you have various duties and responsibilities that you are required to fulfil. Some of the key duties of a Singapore company director include:
- Acting in the best interests of the company and its shareholders
- Ensuring that the company complies with all applicable laws and regulations
- Protecting the assets of the company and using them for the benefit of the company
- Making decisions and taking actions that are in the best interests of the company
- Maintaining accurate and up-to-date records of the company's activities
- Reporting to the company's shareholders on the company's financial performance and other matters of interest
- Ensuring that the company's financial statements are accurate and reflect the true financial position of the company
- Attending and participating in meetings of the company's board of directors.
To immigrate to Singapore, you will need to apply for and obtain a valid immigration pass or visa. The type of pass or visa that you will need will depend on your specific circumstances and the reason for your immigration to Singapore.
Some common types of passes and visas that you may be eligible for include:
- Work visa: If you have a job offer from a Singaporean employer, you may be eligible for a work visa, which will allow you to work and live in Singapore for a specified period of time.
- Entrepreneur visa: If you plan to start a business in Singapore, you may be eligible for an entrepreneur visa, which will allow you to live and work in Singapore while you establish and operate your business.
- Student visa: If you are a student and have been accepted to study at a Singaporean institution, you may be eligible for a student visa, which will allow you to study and live in Singapore for the duration of your course of study.
- Dependent's pass: If you are the spouse or child of a Singaporean citizen or permanent resident, you may be eligible for a dependent's pass, which will allow you to live and work in Singapore as a dependent of the sponsoring individual.
To apply for an immigration pass or visa, you will need to submit a completed application form and any required supporting documents to the Immigration and Checkpoints Authority (ICA) of Singapore. The processing time for immigration applications can vary, so it is important to check with the ICA for the latest information and to submit your application well in advance of your intended travel date.
To get an Employment Pass (EP) in Singapore, you will need to have a job offer from a Singaporean employer. Your employer will need to submit an application on your behalf to the Ministry of Manpower (MOM), along with the necessary supporting documents. These documents may include your resume, educational qualifications, and proof of your work experience.
The MOM will review your application and assess your eligibility for an EP based on various criteria, including your qualifications, work experience, salary, and the nature of the job offer. If your application is successful, you will be issued an EP, which will allow you to work and live in Singapore for a specified period of time.
To apply for an EP, you will need to meet the following requirements:
- You must have a valid passport from a recognized country.
- You must have a job offer from a Singaporean employer.
- Your job offer must meet the minimum salary requirements for an EP, which are currently SGD 4,500 per month for new applicants and SGD 3,600 per month for renewals.
- Your job offer must be in a skill level that is considered acceptable for an EP.
- You must have the necessary qualifications and work experience for the job offer.
You can find more information and the latest requirements for an Employment Pass on the MOM website. It is important to carefully review these requirements and to submit a complete and accurate application to avoid delays or rejection of your application.
Yes! Employment Passes (EPs) can register a company in Singapore and own 100% of the shares.
If you hold an Employment Pass and want to register a company in Singapore, you will need to hire a local or resident director to serve as the director of the company. This is because the Employment Pass is intended for foreign professionals who are employed by a Singapore-based company, and does not allow the holder to engage in business activities on their own.
No, you do not need to rent an office in Singapore in order to incorporate a company in Singapore. The requirement to have a physical office in Singapore applies only to companies that are registered as a branch of a foreign company, and not to companies that are incorporated as a separate legal entity in Singapore.
When you incorporate a company in Singapore, you will need to provide a local registered address for the company. This can be the residential or commercial address of one of the company's directors, or it can be a rented or leased office space. However, the registered address is only used for administrative and legal purposes, and is not required to be a physical office that the company uses for its business operations.
As a Singapore-registered company, you are free to operate your business from any location within Singapore, or from any other location outside of Singapore. You can choose to rent or lease an office space for your company, or you can operate your business from a home office, a coworking space, or any other suitable location.
Overall, the requirement to have a physical office in Singapore applies only to certain types of companies, and does not apply to companies that are incorporated as a separate legal entity in Singapore.