Interested to register a company in Singapore?
Main characteristics for registration in Singapore
Best choice for:ICO
Time to complete the registration7 days
Company Registration in Singapore
For the past years Singapore has been highly ranked as a country with attractive business, investment and working opportunities. It is one of the world’s easiest place to do business. Singapore is business-oriented country in which official authorities closely cooperate with business sectors to improve regulatory functions. As a result, Singapore has one of the best business climate.
In this article our experts summarized general information on how to set up a company in Singapore. We also give some tips for company formation and operation in Singapore.
Foreign companies and citizens usually consider the following types for company formation in Singapore:
- Companies: can be private company limited by shares, exempt private company, public company limited by guarantee or public company limited by shares. Public company limited by shares consists of more than 50 shareholders. Private company limited by shares is the most common type of company formation in Singapore.
- Branch: this form is chosen by foreign companies wishing to operate in Singapore. Liability for a branch activities and contracts remain with the foreign company.
- Partnerships: can be in three forms which are general partnership, limited partnership and limited liability partnership.
- Sole proprietorship
Company registration documents to be submitted depend on the type of legal entity you choose from. It is essential to consult with an expert that will help you to choose the most appropriate form of business to enjoy all benefits of doing business in Singapore.
Provided that all necessary documents are prepared and the company name is pre-approved, the company formation takes approximately 1-2 weeks.
Tips: It takes just 24 hours to register a sole proprietorship and partnership in Singapore.
- Certified International Passport Copy
- Certified Utility bill no older than 3 months. If this document is not in English, certified translation should be provided
- Signed Nominee (Trust) agreement
- Certification: organization regulated by professional body – notary, lawyer, auditor or bank
- Translation: by translating company with name, seal and publicly available records (certificate issued by regulating body or can be found on internet)
In Singapore the preferred company name must be pre-approved by the Accounting and Corporate Regulatory Authority. This governmental body has the right to refuse a company name if it is undesirable. Once the company name is approved, the company will need to be incorporated.
Tips: your company name is the cornerstone of your brand and this is how you make your first impression. So, you should think how it works on your logo, website, and advertisements. Besides, it is essential to check whether the company name has already been registered as a trademark, as in that case the holders of such prior registrations may force the company to change its name.
All companies must have at least one director being a resident of Singapore and a secretary.
There must be at least one shareholder of any residency or nationality.
All companies in Singapore must have a secretary. Where the company has one director, such director cannot be appointed as the company secretary.
All Singapore companies and branches are required to prepare annual financial statements in accordance with Singapore Accounting Standards. The annual financial statements are available to the public for a small fee.
Tips: Accounting records of companies can be kept outside of Singapore.
The annual financial statements of companies and branches of foreign companies are required to be audited. Mandatory audit does not apply to dormant private companies and private companies with annual revenues of SGD 5 million or fewer.
Companies incorporated in Singapore are required to submit annual financial statements in accordance with Singapore Accounting Standards. The annual financial statements are available to the public for a small fee. Accounting records can be kept outside of Singapore.
Goods and Services Tax in Singapore is similar to VAT in Europe. GST registration is required if a company makes more than S$1 million within the past 12 months or a company makes sales and it is reasonably expected that the turnover will exceed within the next 12 months. Upon request, it is possible to arrange for a GST registration (VAT registration in Singapore) for your company.
Registered address is a legal requirement for all companies incorporated in Singapore. When starting a company in Singapore, an applicant should indicate the registered address in registration documents to be submitted to ACRA through BizFile. Thus, it is important to rent an office or obtain a registered address at the stage of company incorporation.
It takes an average of 2 days to complete the registration process in Singapore. The total term of company formation in Singapore with opening a bank account can take 1 month. However, offshore companies are required to perform their business activities outside the country. Thus, a bank account should be opened in another jurisdiction.
A private company limited by shares or Pte Ltd is the most commonly used type for company formation in Singapore. Singapore Pte Ltd company formation is an ideal legal structure for small and medium sized businesses, as it is a separate legal entity from its shareholders. Shareholders are not liable for company’s debts and other liabilities.
Company formation in Singapore is available for residents and non-residents. Companies, such as Singapore Pte Ltd, can be fully owned by overseas individuals and companies without any restriction.
Registrar of companies in Singapore is Accounting and Corporate Regulatory Authority (ACRA). It is responsible for registration of companies, branches and representative offices in Singapore. ACRA provides other related services for entities registered in Singapore, including delivering copies of corporate documents, registering changes in corporate documents. It is also responsible for registration of such actions as filing annual returns, closing a company, updating information held in company profile, converting a company from one type to another, etc. All services are accessed online.
In order to register a company in Singapore, it is required to follow these steps:
- choosing and reserving a company name;
- appointing director(s), company secretary and other key personnel;
- determining shareholders, amount of issued capital and types of shares;
- obtaining registered office address;
- deciding on first financial year;
- registering SingPass account;
- submitting application in BizFile using SingPass;
- obtaining appointment consent from company’s directors, shareholders, and company secretary within 120 days from the name application approval date;
- paying fees;
- opening a permanent bank account.
A company certificate of incorporation in Singapore is issued by ACRA upon company formation. The certificate is the official document confirming that the company has been duly formed. The certificate of incorporation is issued on the official ACRA letterhead and contains company name, unique entity number (UEN), date of incorporation, type of legal entity and former name (if any). It is important to note that the certificate is issued in electronic form, but it is possible to request for signed copies for an official fee of S$50,00. The application should be submitted through BizFile using SingPass.
The certificate of incorporation contains facts held in the official register, including company number, names of each director, name of secretary, registered office address. Upon request, the certificate can be accompanied with good standing wording meaning a confirmation that a company has been in continuous, unbroken existence since its incorporation.
Ecompany.ltd can assist you with obtaining the certificate of incorporation in Singapore, including translation, certified copies and apostille.
The cost of company incorporation in Singapore is Euro.
Taxes in Singapore
Singapore has a highly competitive tax system offering low rate and various tax incentives. Thanks to these benefits Singapore has already attracted numerous foreign investors wishing to set up their businesses in a country that is top-ranked for ease of doing business.
In order to be qualified as tax resident in Singapore, a company should be incorporated in Singapore and its management body and control should be exercised in Singapore.
Taxable period in Singapore is one calendar year or accounting year.
Tax returns are submitted annually and filed by 30 November of the following tax year.
Income tax is imposed on income accrued in or derived from Singapore, or received in Singapore from outside Singapore. Corporation tax rate in Singapore is 17%. A partial tax exemption is granted to all companies: 75% of the first SGD 10,000 and 50% of the next SGD 290,000 are exempt.
Dividend income from foreign investments is exempt from taxation in Singapore provided certain conditions are met: foreign tax burden shall be at least 15% and tax shall actually have been paid in the foreign country. Otherwise, dividend income is included in the taxable income of the company for the year.
Interest income in Singapore is taxable at the rate of 17%. Interest payments to non-residents are subject to withholding tax of 15% rate unless reduced by tax treaty or tax incentive.
Royalty income in Singapore is taxable under corporation tax at a rate of 17%.
Capital gains are not taxable in Singapore.
The standard rate of GST in Singapore is 7%, unless zero rate applies. Zero-rating is generally applicable to the supply of international services and export of goods. It is obligatory to register for GST in Singapore if a company is producing taxable supplies of goods or services in Singapore and its annual turnover exceeds S$1 million.
A Singapore company may be closed voluntarily by its shareholders or by an Order of the Court. The liquidation is regulated by the Singapore Company Law.
There can be the following grounds for company liquidation in Singapore:
- The company is unable to pay its debts;
- The company shall be dissolved based on the creditor’s application;
- The company shall be dissolved based application of the company’s director to wind up an insolvent company;
- Shareholders cannot resolve a dispute among themselves;
- The shareholders decide to restructure the company group;
- The company is dormant and its owner wants to cut maintenance costs;
- Breach of statutory provisions.
The fastest procedure applies to dormant and non-trading companies. Shareholders of the company may apply to the Company to be struck off the register. This is an easy and less expensive procedure. In other circumstances, a formal insolvency procedure shall be carried out.
The process of liquidation in all ways is carried out by the liquidator that manages sale of operations, payments of debts, distribution of assets to shareholders, payment of taxes and wages. It is recommended to engage a professional company as the procedure of company liquidation in Singapore is rather formal.
Besides, notifying the Official Receiver a company must also notify Accounting and Corporate Regulatory Authority, relevant licensing authorities (if applicable) about its liquidation.
If the company incorporated in Singapore is dormant and does not perform any business activities, then its managers may apply to the Company Registrar to be cancelled from the Register. This is a simple, less expensive and less formal procedure. In the meantime, the company cannot be liquidated with this procedure, if it has any outstanding liabilities to the tax or other authorities.
These are the documents needed for preparing applications to be submitted online to ACRA for company formation in Singapore:
- Certified International Passport Copy
- Certified Utility bill not older than 3 months. If this document is not in English, certified translation should be provided
- Signed Nominee (Trust) agreement
Certification: organization regulated by professional body – notary, lawyer, auditor or bank
Translation: by translating company with name, seal and publicly available records (certificate issued by regulating body or can be found on internet)
The company registration process in Singapore is a quick and hassle-free procedure. The check list of documents to be submitted through BizFile is:
- memorandum and articles of association;
- approved company name;
- application forms, such as Form 45, Form 45B;
- resolution of first board meeting;
- shareholders’ documents: for individuals — a certified international passport copy and certified utility bill; for companies — certificate of incorporation, memorandum and articles of associations.
Buying a shelf company in Singapore is simpler when incorporating a new company as there is no need to prepare incorporation documents, such as articles of association or application form. A new owner of a ready-made company can start the business immediately after the purchase of a shelf company in Singapore.
Another advantage is that shelf companies are usually offered by law firms and accountants that can provide all operational support, such as online accounting, tax planning, etc.
Non-resident domestic companies in Singapore are considered as offshore companies and are being exempt from taxes for income derived from Singapore. Foreign-sourced income that is not accrued into Singapore is exempted from Singapore tax system.
Singapore offers excellent advantages for structuring an offshore company, including:
- nominal services in Singapore
- exemption from Singapore taxation
Every natural person or company, irrespective of whether it is a local or foreign entity, can apply for company formation in Singapore by itself. The business registration fee for one year for starting a partnership is S$100. The business registration fee for three years is S$160.
The fee for registration of a company (private or public company) is S$300.
The fee for registration of a limited liability partnership (LLP) is S$100.
It is allowed to use such payment methods as credit/debit card, PayPal, Apple Pay or Google Pay.
Ecompany.Ltd provides full registration support for company formation in Singapore. We provide a registered address for establishing a company in Singapore, where all correspondence and notices will be addressed to. Our company assists with opening a bank account. Our team is fully experienced with advising clients on legal and tax matters in Singapore.
The whole process of company registration in Singapore is done online. All documents are submitted to ACRA through BizFile. The company profile is available online.
Company formation in Singapore is a rapid and simple procedure, as all documents are submitted online. If you plan to incorporate a company by yourself, then it is advisable to follow official guidelines or read our articles about rapid company formation in Singapore. Additionally, you may require other services, such as registered address, GST registration, nominal services or translation services which would simplify the whole process.
Ecompany.ltd services allow you to incorporate a company within the shortest period. You can use our website for online company name check or for incorporation services. Our professional team will prepare and submit all registration documents on your behalf.
Ecompany.ltd provides online company formation services in Singapore. We offer nominal services, including registered address in Singapore. Our flexible company incorporation services in Singapore include:
- Low registration fees
- Nominal services, including registered address
- Accounting, tax and legal services
- Offshore formation
- Opening a bank account in various countries
To purchase a ready-made company in Singapore and worldwide, please contact Ecompany.ltd for further details.
Online company formation on eCompany.ltd
- You can easily search whether your chosen company name is available for registration in Singapore. To check the name, please enter the company name in a search field under the top banner on this page and then click “find out”.
- If your chosen company name is available, you can start the process of company formation.
- At checkout, please fill in your personal information and account details for account registration on eCompany.ltd. You can add additional notes or information in your order.
- Complete your order with your preferred method of payment.
- Once your payment is processed, we will contact you about the necessary documents that we need to receive from you in order to prepare incorporation documents on your behalf.
- We will prepare the incorporation documents and submit them for company formation in Singapore.
- Once the company is incorporated in Singapore, we will send you a standard set of original corporate documents. Please make sure that you entered your correct mailing address.
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