Singapore Company Incorporation

There are many reasons why multi-nationals choose to base their Asia headquarters in Singapore. Here are just some of the benefits:

1) Singapore has one of the lowest corporate tax rates in the region:
> S$0 to S$100,000 - 0% for the first 3 years
> S$100,001 to S$300,000 - 8.5%
> S$300,001 and above - 17%

2) The country has a strategic location in ASEAN, very good infrastructure, and is a major airline and shipping hub in the region.

3) Singapore is often praised for having good governance, ease of doing business, political stability, liberal immigration policies, condusive living environment, and strong legal and Intellectual Property framework. The island republic also has a highly-skilled, English-speaking workforce.

4) Other key benefits include:
> 100% foreign ownership allowed.
> Minimum paid up capital of only S$1.
> Fast and easy 1-day Company Incorporation process.
> Only 1 shareholder and 1 director required.
> Zero tax on capital gains and dividends.
> Immigration visa (EntrePass) for company owners relocating to Singapore.
> No controls/restrictions on repatriation of profits.

There are various types of business structures in Singapore:
> Sole-proprietorship.
> Partnership.
> Limited Liability Partnership.
> Limited Partnership.
> Company.

A Private Limited Company is the most common business entity in Singapore.

Below is a list of basic requirements for company incorporation in Singapore:

1) Company Name
The company name must be approved before you can register your company. This typically takes 2-3 hours if there are no problems, e.g. conflicts with existing names. Biz File, ACRA's business portal, provides a name search function to facilitate this.

2) Directors
There must be a minimum of 1 resident director. A resident is defined as a Singaporean citizen, Singaporean PR or someone who has an Employment Pass, EntrePass or Dependant Pass. Directors must be at least 18 years of age, not a bankrupt and free from any past convictions. Directors may not necessarily be shareholders in the company.

3) Shareholders
A minimum of 1 shareholder to a maximum of 50 shareholders in the company - can be a person or any legal entity. 100% local or foreign shareholding is allowed.

4) Company Secretary
Every company must appoint a Company Secretary within 6 months of its incorporation, who must be a natural person and resident in Singapore. If the company has only 1 director/shareholder, that same person cannot act as the Company Secretary.

5) Paid-up Capital
The minimum paid-up capital to register a company in Singapore is S$1.

6) Registered Address
A local address must be provided at the registered address of the company. This can be a commercial (physical rented office or shared/virtual office) or residential address.

Now that you are ready, the following documents/information need to be prepared prior to company registration:
> Company Name
> Description of Business Activities
> Registered Address
> Memorandum and Articles of Association (MAA)
> Shareholders Information
> Directors Information
> Company Secretary Information

In addition, the following documents are also required:
> For Singapore Residents: copy of your Singapore Identity Card
> For Non-Residents: copy of Passport, proof of overseas residential address and bank reference letter.

All business registrations in Singapore are managed by /www.acra.gov.sg>ACRA, Singapore's registrar of companies. There are basically 2 steps in the company registration process:

1) Company Name Approval
Company name approval is obtained by applying online with ACRA and the approval status, i.e. whether the name is approved or rejected by ACRA, will usually be known within an hour. The approved company name will be reserved for 60 days from the date of application.

2) Company Incorporation
After the company name is approved, tthe next step is the incorporation process itself. The entire process of filing an incorporation request and approval from ACRA can be completed within the same day (usually a few hours), assuming all the necessary documents have been duly completed and signed by the directors and shareholders.

Once approved, you will receive an official email from ACRA confirming the incorporation of your company, i.e. Certificate of Incorporation. This email will contain the company registration number and is considered the official certificate, since a hardcopy is not required in Singapore and also, no longer issued by default.

However if you still want a hard copy, you can request online and collect at ACRA's office the following day - a fee of approximately S$50 will be charged for the hard copy.

You can also request for a Company Particulars Extract online by paying an application fee - usually downloadable in PDF form within an hour. The document contains the business particulars of your company, e.g. company name and registration number, incorporation date, paid-up capital, registered address, director and shareholder information, etc.

After obtaining your Certificate of Incoporation from ACRA, these are some more things that you may need to do:
> Get a company seal and rubber stamp.
> Issue share certificates to your shareholders.
> Open a corporate/company bank account.
> Apply for business license as necessary (depends on the nature of your business).
> Register for GST (for companies with annual turnover exceeding S$1 million).

Typical Costs Of Company Incorporation In Singapore
Here is a sample of the fees charged by company incorporation agents in Singapore:

Company Incorporation:
> for local individual investors who form a company .....S$600
> for foreign entrepreneurs or company with corporate shareholders .....S$800

Corporate Secretarial Services:
> for small, relatively simple structure and newly incorporated company .....S$480 per year
> for active and higher transaction volume company .....S$600 per year
> for foreign owned company, large corporate, complicated structured company .....S$720 per year

Nominee Director .....S$2,400 per year
Registered Address .....S$240 per year
GST Application .....S$250

Employment Pass / Visa / PR Applications
> for long-term visit pass, dependent pass and professional pass .....S$500
> for Employment pass, EntrePass application .....S$600 to S$1,000
> for writing up of business plan for EntrePass application .....S$2,000
> for Permanent Residence (PR) application .....S$1,500 to S$2,000

Resources
1. ACRA - http://www.acra.gov.sg
2. BizFile - http://www.bizfile.gov.sg
3. Company Registration Guide 2010 - http://www.company-registration.sg