Singapore Business Registration and Company Incorporation Specialists
 
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"Facts are cheap, information is plentiful - knowledge is precious" - Michael E. Angier

For incorporation of your Singapore Company, we have prepared a list of frequently asked questions by both foreign and local clients. You may also refer to ACRA, Singapore's Company Registry.

Singapore Company FAQs

 

What are the basic features of a Singapore Company?

 

The basic features of a Singapore Company are as follows:

  • Minimum one (1) director
    Under Singapore Companies Act Section 20A, the sole director has to be a Singaporean or Singapore Permanent Resident or a foreign director who has an Employment Pass holder sponsor by the company.
  • Minimum one (1) shareholder
    A Singapore Company can be 100% owned by foreign shareholder(s), and it can be also owned by a foreign individual or a foreign corporation.
  • Minimum S$1.00 share capital
    The minimum issued and paid up share capital is S$1.00.
  • No par value shares
    The concept of Authorised Capital and the issuance of par value shares were abolished in 2004.
  • A local resident Company Secretary
    The Company Secretary must be qualified and conversant with the requirements of the Singapore Companies Act.
  • A Singapore registered address
    A Singapore registered address is required.
 

What is the difference between "Exempt/Deemed Exempt Private Company" and "Gazetted Exempted Private Company?"

 

Deemed Exempt Private Company means any Exempt Private Company that has less than 20 members, none of them corporate. The status is not specially conferred, it is simply a status by operation of law. 

Gazetted Exempt Private Companies, on the other hand, are government-owned companies which to qualify as Exempt Private Company, must be so declared by the Minister in the Gazette, hence the name.

 

Are Corporate Directors permitted?

 

No. Directors must be natural persons.

 

Are there restrictions on names?

 

Yes, certain names including references to Government bodies and professional bodies will need justification. A name cannot be registered if it is the same (or sometimes, very similar) as an existing company - unless via successful outcome of appeal based on some clear distinction (e.g. by trade) with that of an existing company.

 

What information is required prior to incorporation?

 

The following are required:

  • Name, Address & copy of identification document (i.e. passport, NRIC) of proposed Directors and shareholders.
  • Details of issued/paid up capital, with share allotment/percentage.
  • Primary activities of the company.
  • Registered office address & location of the register of members
 

What is the minimum number of Directors permitted?

 

The minimum number is one (1), if the director is a local resident. (A local Director must be a Singapore Citizen, Permanent Resident, or Employment Pass Holder.) 

The minimum number is two (2), if one of the directors is a foreigner because the other has to be a local resident director.

 

What is the minimum issued/paid up capital?

 

$1.00 per shareholder (congruent with currency of paid up capital). The indicated issued share capital must be paid up immediately upon commencement of business transactions.

 

What is the incorporation procedure, and how long does it take?

 

Here are the Singapore company incorporation steps:

  1. To check the availability of the proposed company name, then reserved the name online through ACRA website.
  2. Complete incorporation form with details of the Director(s), issued/paid-up capital, shareholder(s) and primary business activities, and contact email address, together with all the copies of passports and bank/solicitor references to be forwarded to you incorporation agent.
  3. The incorporation documents (including Form 45 & Form 49, for secretarial record purposes) are prepared for signing by director(s), and shareholder(s) whichever relevant.
  4. Company is incorporated online, upon receipt of all signed incorporation documents. ACRA sends confirmation of the incorporation via email and/or messages to your local cell phone.

The time frame for incorporation (for local director) is usually around 3 days (1 day for name reservation and 2 days for incorporation, subject to all requested information made available to PB Corporate Services Pte Ltd beforehand and receipt of payment on our invoice). 

Occasionally, with foreign Directors on board, the incorporation process can take up to 2 weeks for verification of the foreign Director(s) address and identification. 

Upon incorporation, the Directors' First Board meeting is held to determine and confirm the financial year of the company, appointment of secretarial agent and company officers, auditor (if necessary) and chairman of the meeting. 

A hard copy of the Certificate of Incorporation, notarised by an ACRA officer, can be ordered from ACRA, if required.

 

Who can act as director of a Singapore Company?

 

A natural person (i.e., not a corporation or other legal entity) who has attained the age of 18 years and is not disqualified from acting as a director as specified under the Companies Act Chap 50 can act as a Director.

 

What is the age limit for Directors?

 

There is no statutory age limit for Directors of private companies, but for public companies and its subsidiaries, the age limit for Directors is 70 years.

 

Can the Company act through power of attorney?

 

Yes.

 

What is the permitted currency of share capital?

 

Any currency, although issued shares, must be in same currency as the paid up capital. The Singapore Dollar is the preferred currency of choice and convenience.

 

Are registered or bearer shares allowed?

 

Private Limited companies can only have registered shares. Bearer shares are not allowed.

 

What is the minimum number of shareholders?

 

One (1). The shareholder(s) can be corporate or individual(s).

 

What is the minimum authorised capital?

 

The concept of authorized capital was abolished in 2004.

 

What are the professional fees for the incorporation of a company?

 

Please check our Incorporation Pricelist inclusive of issue of share certificates, provision of company seal, name reservation fees, stamp duty, and processing fees paid to Accounting and Corporate Regulatory Authority (ACRA).

 

Are licenses required?

 

Yes, for certain specified groups, which include for banking, insurance, financial services, consumer credit related services and employment and maid agencies.

 

Is a resident company secretary required?

 

Yes. If you have two (2) directors on board, the local director can also officiate as the company secretary.

 

Are there any specific qualifications required for the company secretary?

 

No, except for a Public Company.

 

Is a corporate company secretary permitted?

 

No, the Company Secretary must be a natural person.

 

Is a registered office required?

 

Yes, a company incorporated in Singapore must have a Registered Office in Singapore. PB Corporate Services offers this service, with or without mail forwarding services.

 

What do you mean by Company's Memorandum and Articles of Association (M&AA)?

 

It is the constitution and "house rules" of the company. Generally, companies are incorporated using ACRA's standard M&AA template. Specially customized M&AA's are also acceptable provided that the Articles are in compliance with the Companies Act Chap 50

 

What is an exempt private company (EPC)?

 

An EPC is a Private Limited Company that has less than 20 individual shareholders whose shares are not directly or indirectly held by a corporation. An EPC is exempted from audit requirements.

 

Are the documents available for public inspection?

 

For Private Limited Companies, documents are not open to public inspection, such as accounts, debentures, names of directors, share capital, particulars of any legal charges. However, some documents are available for inspection to shareholders.

 

Where has the first and subsequent board meeting of directors have to be held?

 

Anywhere. Although in order for the Company to be considered as a tax resident in Singapore, the tax comptroller requires board meetings to be held in Singapore.

 

Where is the location for general meetings of shareholders and members?

 

Anywhere. 

The first meeting must be held within 18 months from the date of incorporation to accept the Directors' Report and audited/FRS accounts.

 

Can proxies be appointed?

 

Yes, to act as representative at Annual General Meetings and/or Extraordinary General Meetings.

 

Are there requirements for annual audited accounts to be filed with the local tax (IRAS) and corporate (ACRA) authorities?

 

An audit is only mandatory if:

  1. A company is not private exempt;
  2. Its turnover exceeds 5 million dollars;
  3. Any shareholder with a stake of at least 5% requests one.

However, all private exempt companies must prepare a report with annual account according to Singapore Financial Reporting Standards (FRS) signed by 2 Director(s) on behalf of the company. (Sole director will sign singly). 

FRS accounts have to be filed with tax authorities (IRAS).

 

How can a company of two (2) or more shareholders comply with the law to file the annual return if the company is unable to hold the AGM due to a lack of quorum at the AGM?

 

The company can apply to file the annual return without holding the AGM of the Company. Guidelines on Annual General Meetings Inability to hold meeting can be found at the ACRA website under Compliance.

 

Must the company hold its AGM even though it is dormant?

 

Every company is required to hold its AGM and file its annual return even though it is dormant. However, the law has been amended to allow companies to dispense with AGMs if all the shareholders pass a resolution to do so. Notwithstanding this resolution, a shareholder may still at any time require an AGM to be held even though the resolution to dispense with the holding of the AGM has been passed. Shareholders should consider winding up action or apply to strike off the company if there is no intention to recommence business activities.

 

There are two (2) directors in the company, a foreign and a local director. The foreign director cannot be contacted despite all attempts made to contact him. Is the local director still responsible for the company?

 

The law makes no distinction between a nominee director and what is commonly called a managing or executive director or a foreign director. A person who consents to act as a director must discharge his duties as director as required under the Companies Act.

 

What is the annual return filing fee?

 

If PB Corporate Services Pte Ltd is not retained as the company's secretarial agent, our fee for annual return filing (ad hoc basis) is S$450.00. This includes preparation of the Annual General Meeting, compliance forms and ACRA fees.

 

How are penalties for late lodgment and composition fines calculated?

 

The guidelines on penalties and composition fines can be found on ACRA's website at www.acra.gov.sg under the heading "Compliance".

 

If the Director(s) of a company receives a summons to attend court for not filing the company's annual return by the required date, who can represent the Director(s) if he/she/they cannot be present for the mention?

 

A lawyer may represent the Director(s) in court. However, if the Director(s) cannot attend court, the lawyer has to make an application to the court in advance to dispense with his/her/their attendance.

 

If the company's annual return has already been filed and the composition fine has been paid in respect of the summons issued against the Director, is the Director still required to go to court?

 

Court attendance is not required if the Director has settled the composition fine before the mention date and a Warrant of Arrest has not been issued against him/her in respect of the summons. 

Court attendance is required if the Director settles the composition fine on the mention date. 

Court attendance is required if the Director settled the composition fine before the mention date, but a warrant of arrest had been issued against him/her in respect of the summons. If the Director is unable to attend Court, he/she may apply to the Subordinate Court at least 2 weeks in advance to dispense with his/her attendance in court, via application form from ACRA. 

Court attendance is required if the Director made representations and is awaiting a reply to the representations.

 

Will a Warrant of Arrest be issued when the summons issued was not 'received' by the director, e.g. where a director was overseas at that time?

 

Yes, as long as there is proper service of the summons, e.g. by registered post, good service of the summons will be deemed. Summons are served to the directors by registered post.

 

What annual tax is levied, and when is it payable?

 

Companies resident in Singapore are taxed on their income generated from Singapore. Net profits before taxes are taxed at 18% (YA2008). Although for all newly incorporated Exempt Private Limited companies, there is tax exemption on the first $100,000.00 of taxable income (net profit after tax allowances and tax adjustments), for the first 3 years. 

We provide advisory services on tax, such as tax planning and tax compliance in Singapore.

 

What are the residential and professional qualifications for the company's appointed Auditor?

 

The auditor must be a Singapore Certified Public Accountant.

 

What documents must be maintained at the registered office?

 

The following documents must be maintained at the registered office:

  • Certificate of Incorporation & Common Seal
  • Statutory books & Memorandum & Articles of Association
  • Register of Members
  • Accounting Records

However, Directors can decide to keep them at a different place. The location of which must be agreed upon by Directors resolution and lodged with ACRA. PB Corporate Services Pte Ltd can supply these Corporate Secretarial Services using business address.

 

What is the required qualification of a Company Secretary for a Public Company?

 

The secretary of a public company must comply with section 171(1AA) of the Companies Act, i.e., must possess at least one of the following qualifications:

  • Been a secretary of a company for at least 3 of the 5 years immediately before his/her appointment as secretary of the public company
  • Qualified person under the Legal Profession Act (Cap. 161)
  • Public accountant registered under the Accountants Act (Cap. 2)
  • Member of the Institute of Singapore Chartered Accountants (ISCA)
  • Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
  • Member of the Association of International Accountants (Singapore Branch)
  • Member of the Institute of Company Accountants, Singapore

The secretary may also be held liable for the company’s failure to comply with the law in certain situations.

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