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Business Opportunities in Singapore | Guide to Set Up a Singapore Company

 

Requirements

 

Directors: A minimum of one resident director (a Singapore Citizen, a Singaporean Permanent Resident, a person who has been issued an EntrePass, Employment Pass, or Dependent Pass) is mandatory.


Shareholders:
The shareholder can be an individual or a corporate entity. 100% local or foreign shareholding is allowed. A director and shareholder can be the same or different person.


Paid-up Capital: Minimum paid-up capital for registration of a Singapore company is S$1.


Registered Address: The address must be a physical local address.(PO Box is not allowed.)


Company Secretary: Companies Act requires one Company secretary who must be a natural person and an ordinarily resident of Singapore.

 

 

 

Scope of Services

 

  • Name check and reservation
  • Preparation of memorandum & articles of the company and other incorporation documents
  • Preparation of registration forms
  • Professional & Filing Fees
  • E-Certificate of incorporation
  • Preparation of compliance corporate kit, including corporate seal, share certificates, register and minutes book
  • Minutes of first board meeting
  • Resolution to open a bank account

 

 

 

Documents

 

We will need the following documents from you:

 

Documents Required For Company Incorporation

 

For each Singapore resident individual shareholder and director

  • Copy of Singapore IC; and
  • Copy of passport if the individual is not a citizen of Singapore

 

For each non-resident individual shareholder and director:

  • Copy of passport; and
  • Copy of residential address proof such as a recent utility bill, residential phone bill, tax bill, or cable TV bill

 

Please note the following:

 

All documents must be in English or officially translated in English;

 

All copies of documents must be certified true copies by a notary public or you must bring the originals to our office for sighting;

If you are overseas, you can email us the scanned copies of documents so we can proceed with preparing the necessary incorporation documents.

However we must receive the certified true copies (or sight the originals at our office) before we can incorporate the company.

Our compliance department may ask for additional information if necessary.

 

 

 

Compliance

 

Filing Annual Return of a Local Company

 

All locally incorporated companies are required to hold their Annual General Meeting (AGM) and file their annual returns under S175, S197 and S201 of the Companies Act.

 

At the AGM, directors shall present a true and fair view of the company's accounts to their shareholders.

 

The Companies Act does not prescribe the minimum level of qualifications for the person preparing the accounts. However, it will be the responsibility of the directors to appoint individuals with the required level of expertise for preparation of such accounts.

 

When to Hold an AGM and File Annual Return?

 

 

Requirements

Companies Act

Annual General Meeting (AGM)

1. A company is required to hold its first AGM within 18 months after its incorporation.

2. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.

Section 175

Audited/Unaudited Accounts

The Annual Return must be filed with the Registrar within one month after the AGM.

Section 197

 

For a public company listed or quoted on a securities exchange in Singapore:
Accounts presented at the AGM shall be made up to a date not more than 4 months before the AGM.
In the case of any other company:
Accounts presented at the AGM shall be made up to a date not more than 6 months before the AGM.

Section 201

 

Please refer to our company secretarial services for your compliance issue, Click Here

 

 

 

Taxation 

 

Tax Exemption Scheme for New Start-Up Companies

 

Under this scheme, 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.

 

The exempt amount for each YA is summarised as follows:

 

Year of Assessment

Exempt amount for new start-up companies

2005 to 2007

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

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

2008 onwards

Next $200,000 @ 50% =  $100,000

Total $300,000                $200,000

 

Qualifying Conditions

 

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

 

1. be incorporated in Singapore(other thana company limited by guarantee**);

2. be a tax resident* in Singapore for that YA;

3. 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.

* A company is resident in Singapore if the control and management of its business is exercised in Singapore.
** With effect from YA 2010, the scheme will be extended to companies limited by guarantee, subject to the same conditions imposed on companies limited by shares.

 

Tax Rates

 

A company is taxed at a flat rate on its chargeable income regardless of whether it is a local or foreign company.

 

The tax rates and tax exemption / rebate for each Year of Assessment (YA) are as follows:

 

Year of Assessment (YA)

Tax Rate

Tax Exemption / Rebate

 

 

2010 onwards

 

 

17%

Partial tax exemption and tax exemption scheme for new start-up companies

Companies will continue to enjoy the partial tax exemption scheme and tax exemption scheme for new start-up companies as provided in YA 2008 and YA 2009.

In addition, with effect from YA 2010, the tax exemption scheme for new start-up companies will be extended to include companies limited by guarantee, subject to the same conditions.

 

How to Determine your First Year of Assessment

 

The first YA refers to the YA relating to the basis period during which the company was incorporated.

 

From the fourth YA onwards, your company will be given partial tax exemption instead of the exempt amount for new start-up companies.

 

Please refer to our taxation services, Click Here

 

Keeping Proper Records and Time Limit to Raise Assessments

 

Your company must maintain proper records of its financial transactions and retain the source documents, accounting records and schedules, bank statements and any other records of transactions connected with your business.

 

For accounting records and supporting documents relating to Year of Assessment (YA) 2007 and the earlier YAs, your company must retain the records for a period of seven years from the relevant YA.

 

For YA 2008 and each subsequent YA, the record-keeping period has been reduced from seven to five years

 

Please refer to our accounting services, Click Here

 

 

 

FAQ

 

Please refer to our FAQ section

 

 

Contact Us
Mr.Eric Eio ,Partner
-CPA & B.Com (Uni Of Sydney)

Contact Us/ Our Management

Tel:(65)6221 4711/ (65) 8484 8816
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