Singapore

Fotolia_63023260_M-(1)

Singapore Company Incorporation without Relocation to Singapore

If you are a foreigner who plans to operate a company in Singapore without having to relocate, Singapore allows the setup of your company in Singapore provided you appoint a Singapore resident director when incorporating the company. If you cannot find a trusted contact to act as the Singapore resident director, you can engage nominee director service for a fee plus one-time refundable nominee director deposit.

A few considerations:

To incorporate a company in Singapore, foreign entrepreneurs must:

  1. Engage a qualified company formation agent or specialist, to set up your company. Singapore Companies Act does not allow foreign individuals or entities to self-register a company.
  2. Appoint a Singapore resident to be the director of the company. A Singapore resident can be a Singapore citizen, permanent resident or holder of an EP or EntrePass. In the event that you are unable to appoint a Singapore resident director, your formation agent can provide you with one through a Nominee Director service. The service can be temporary or long term depending on your needs.
  3. Provide a Singapore address as the registered address for the company. Alternatively, you can also engage a Registered Address service of a formation agent.

Incorporation


Type of company: Resident/Non Resident, Private Limited.

Who can incorporate: Qualified company formation agent.

Time to incorporate: 3-5 days

Registration fee: S$20

Shelf company availability: Not available

Taxation: 17% on income sourced in Singapore for Year Assessment 2010.

To support entrepreneurship and to help Singapore local enterprises grow, a newly incorporated company that satisfies the qualifying conditions can claim for full tax exemption on the first $100,000 of normal chargeable income* (excluding Singapore franked dividends) for each of its first three consecutive YAs.

A further 50% exemption is given on the next $200,000 of the normal chargeable income* (excluding Singapore franked dividends) for each of the first three consecutive YAs.

First $100,000 @ 100% = $100,000

Next $200,000 @ 50% = $100,000

Total $300,000 $200,000

To qualify for the tax exemption for new start-up companies, your company must:

  • Be incorporated in Singapore (other than a company limited by guarantee**);
  • Be a tax resident* in Singapore for that YA;
  • Have no more than 20 shareholders throughout the basis period for that YA where:
    • All of the shareholders are individuals beneficially and directly holding the shares in their own names; OR
    • At least one shareholder is an individual beneficially and directly holding at least 10% of the issued ordinary shares of the company.

Minimum annual government fee: S$365 (excluding taxation)

Disclosure of beneficial owner: No

Bearer shares: Not permitted

Standard minimum paid up: S$1

*Standard authorized capital: The concept of par value and authorized capital has been removed from the Singapore Companies Act since 2006. As such, there is no requirement on authorized capital.

Permitted currency of capital: Any

Minimum number of shareholders: One (corporation or Individual)

Minimum number of directors: One

Corporate directors: Yes

Local directors: Yes. A Singapore Private Limited Company must have at least one director who must be an “ordinary” resident in Singapore, ie a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/EntrePass or a Dependants’ Pass with a residential address in Singapore.

There is no limitation on the number of additional local or foreign directors a Singapore Private Limited Company can appoint. The director must be at least 18 years of age, and must not be bankrupt or convicted of any criminal malpractice in the past. Information of the directors will appear on public records. Directors can also be shareholders or vice versa.

Company Secretary: Yes, The company secretary must be a natural person who is an “ordinary” resident in Singapore. The Singapore Companies Act requires each company to appoint a company secretary within six month of incorporation

Company Seal: The company seal is generally obtained from third-party stationers. Generally a market rate of SGD35 will be charged if the seal is to be collected within 3 days or approximately SGD70 if the seal is to be collected within 1 day

*Public Records of directors & shareholders: Yes

Location of directors and shareholders meeting: Anywhere

Telephone board meeting: Yes

Access to Double Tax Treaty: Singapore has an extensive investment protection agreement and double tax treaty network.

Requirement to file account: Yes but there are exemptions

Requirement to keep account: Yes

Requirement to file annual return: Yes

Change in domicile: Yes

Local registered office address: A company must have a registered office in Singapore, which must be operational and accessible to the public during normal office hours.

Data Sheet

Singapore Resident/Non-Resident, Private Ltd Data Sheet – Summary

Type of companyResident/ Non resident, Private Limited
Common or civil law jurisdictionsCommon law
Shelf company availabilityNot available
Time to incorporate3-5 days
Min. annual duty or franchise fee?
Annual return filling feeS$365
Taxation17%
Disclosure of beneficial ownershipNo
Bearer sharesNot Permitted
Standard minimum paid up capitalS$1
Standard authorised share capitalNone
Permitted currency of capitalAny
Minimum number of shareholders1 (Corporation or Individual)
Minimum numbers of directors1
Corporate directorsYes
Local directorsYes-One Spore Resident director
Company secretaryYes
Company sealYes
Public record of directorsYes
Public record of shareholdersYes
Location of directors meetingAny where
Location of shareholders meetingAny where
Telephone board meetingYes
Access to Double taxation treatySingapore has an extensive investment protection agreement and double tax treaty network
Requirement to file accountYes but there are exemptions
Requirement to keep accountYes
Requirement to file annual returnYes
Change in domicileYes
Local registered addressA company must have a registered office in Singapore, which must be operational and accessible to the public during normal office hours.
Who can incorporate?Qualified company formation agent in Singapore

 

Banking Options

Click the link below to see the banking option we have for Singapore Company.

Singapore Company Banking Option

Inquiry

How can I get more information on company formation in Singapore?

Please contact us if you wish to open a company in Singapore and we will be pleased to discuss your Singapore offshore company formation matters in greater detail.

Full Name (required)

Company Name

Nationality

Your Email (required)

Enquiry

captcha