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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.
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.
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