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.
What are the basic features of a Singapore Company?
The basic features of a Singapore Company are as follows:
- Minimum 1 local director
Under Singapore Companies Act Section 20A, the sole director must be a Singaporean, Singapore Permanent Resident (PR) or a foreign director on an Employment Pass sponsored by the company.
- Minimum 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
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?
You will need to provide us with the following information:
- 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
If you need any clarification on the above, do drop us an email or give us a call at 63241922.
What is the incorporation procedure, and how long does it take?
The procedures to incorporate your company are as follows:
- Let us check the availability of the proposed company name and reserve the name online through ACRA website for you.
- Complete our 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 our incorporation consultant.
- We will prepare the incorporation documents (including Form 45 & Form 49, for secretarial record purposes) for signing by director(s), and shareholder(s) whichever relevant.
- We will incorporate your company 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 incorporation process (for local directors) will usually take around 3 days (1 day for name reservation and 2 days for incorporation). However, if there are foreign directors on board, the incorporation process may take up to 1 week for verification of foreign director(s) address and identification.
Upon incorporation, the Directors' First Board meeting will be 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. If required, you may also order a hard copy of the Certificate of Incorporation, notarized by an ACRA officer.
At PB Corporate Services, we specialize in providing one-stop solution for our clients to set up their Singapore companies. If you wish to know more about the incorporation process or engage our services, do drop us an email.
Any business license required when registering a Company?
No, except for certain regulated industries such as banking, insurance, financial services, consumer credit related services, employment/recruitment agencies, stock brokerages and fund management. Please contact us for more details on application for a business license.
What is an exempt private company (EPC)?
An EPC is a Private Limited Company that has less than 20 individual shareholders and does not have corporate shareholders. It can also be an EPC company gazette by the Minister under the Company Act.
What are the reasons for incorporating a Singapore Private Limited. Company?
- A Company is a separate legal entity from its shareholders and directors.
- The Shareholders’ liability is limited to the amount of share capital in the Company and are not personally liable for any debts of the company.
- The Company has legal perpetuity (until it is struck from the Registry) and the death or insolvency of the shareholders will not affect the existence or continuity of the Company.
- Ownership of a Company is easily transferable through sale of shares. The stamp duty for share transfer is 0.02% of the value/consideration for the share purchase.
- Ease of raising of capital from new and additional shareholders for business expansion.
- Tax exempt dividends can be distributed to shareholders because of Singapore one-tier tax system.
- No Capital Gains Tax
- Avoidance of Double Taxation because Singapore has Double Taxation Agreements (DTAs) with over 70 countries. For countries which it does not have DTA, Singapore provides Unilateral Tax Credits (UTCs) so that Singapore Tax Resident Company may not suffer double taxation.
- No foreign exchange restrictions on fund transfers and profit repatriation.
- Strategic location for regional business developments and expansion.
- Political stability and robust infrastructure.
- Singapore has good country branding and world-wide recognition as a credible jurisdiction.
If you have any enquiries or wishes to incorporate your businesses, do contact us and our incorporation specialist will be happy to assist you.