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Singapore Company FAQs"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.
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. 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. 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. Can the Company act through power of attorney? Yes. 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 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). 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 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:
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 (nominee) 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. Therefore, when one of the directors cannot be contacted, the other director (i.e. local/nominee) will still be responsible for fulfilling the statutory obligations/ compliance requirements of the company. 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? If the Director(s) cannot attend court, the Company may engage a lawyer to make an application to the court in advance to dispense with his/her/their attendance. A lawyer may represent the Director(s) in court, if so required by the Company. 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:
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:
The secretary may also be held liable for the company’s failure to comply with the law in certain situations. |
Highlights on Corporate Secretarial...
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