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
Documents
We will need the following documents from you:
Documents Required For Company Incorporation
For each Singapore resident individual shareholder and director
For each non-resident individual shareholder and director:
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?
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Requirements |
Companies Act |
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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. |
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Audited/Unaudited Accounts |
The Annual Return must be filed with the Registrar within one month after the AGM. |
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For a public company listed or quoted on a securities exchange in Singapore: |
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:
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Year of Assessment |
Exempt amount for new start-up companies |
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2005 to 2007 |
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2008 onwards |
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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:
* 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:
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Year of Assessment (YA) |
Tax Rate |
Tax Exemption / Rebate |
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2010 onwards |
17% |
Partial tax exemption and tax exemption scheme for new start-up companies |
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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. |
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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