Company Incorporation
Singapore

Incorporation fees

Note on DIRECTORS:

Now, a company need only one director who must be “ordinarily resident in Singapore”. A Resident in Singapore is defined as:

i. a Singapore Citizen
ii. a Singapore Permanent Resident
iii. a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass.

Any person above the age of 21 years may be appointed as a director. However, some individuals
e.g. bankrupts, are disqualified from being directors.

A foreigner who wishes to act as a local director of a company can apply for an Employment Pass/Approval-In-Principle letter from the Employment Pass Department of the Ministry of Manpower (MOM).


If the client has no special reason to use Singapore, she may like to consider a jurisdiction with lower compliance requirements like Hong Kong

 

SINGAPORE	USD
Company Establishment Attending to incorporation of a Singapore company or providing a shelf company with standard M&A, preparing documents to activate the company, setting up relevant registers, issuing share certificates, providing 1 original and 2 copies M&A, corporate seal and self-inking chop, ACRA’s fees and disbursements Courier within Asia   : additional SGD80 applicable Courier outside Asia : additional SGD120 applicable* Certificate of Incorporation – additional SGD50*	1,990
Corporate Secretarial Service Package A#: §          Custody and maintenance of statutory books and records as required by the Singapore Companies Act, Cap. 50 (the “Act”):                 (i)            Register of Applications and Allotments;                 (ii)           Register of Members;                 (iii)          Register of Transfer;                 (iv)           Register of Directors’ Shareholdings;                 (v)            Register of Mortgages or Charges;                 (vi)           Register of Debentures; and                 (vii)          Minute Book of the proceedings of General and Board Meetings. §          Drafting of directors’ resolutions/minutes of directors’ meetings regarding routine corporate secretarial matters namely those pertaining to changes to the Directors/Officers of the Company (maximum of two (2) changes per year), change of registered office and adoption of audited accounts. §          Preparation and filing of statutory returns in compliance with the Companies Act; Cap 50 §          Convening the annual general meeting every year and filing annual return   Package B#: §          All services as listed in Package A, but with additional service to prepare resolutions with regards to changes in the company’s corporate structure, and not including day-to-day operational matters	800pa                             Or 1,500pa
Registered Office Service Provision of an address in Singapore for receipt of notices and correspondences (excludes postages, courier, etc)	500
Nominee Director (optional) Provision of a Singapore resident to act as Director for compliance with the Companies Act Cap 50. Subject to a refundable deposit of S$10,000 (US$6540)	2900
TOTAL	7990
Nominee Shareholder (optional) Provision of an individual or company to hold shares in trust.  This fee is waived if client engages our nominee director’s services.	400pa
Opening of Bank Accounts (optional) §         In Hong Kong (includes $300 initial deposit)	900

*Nominee Director  (refundable deposit of  US$6,540):
We have no choice but to collect a higher than normal deposit as the local director (an individual) will have to face the law and (go to jail), if the company is not in compliance with the Companies Act. Where the client has no deposit to be worried about, our experiences are that they will "walk away" from the company when they do not need it. This leaves the local director unable to do anything but to sit out a 7-year period before the company can be struck off. The director will continue to receive summons.

A Singapore company is unlike a BVI, Panama, Belize, ... company. There are annual compliance to be met, such as calling for an AGM, filing annual return with the Registry, filing tax return, etc.

 

GENERAL INFORMATION ON INCORPORATION OF A SINGAPORE COMPANY


INTRODUCTION

Singapore is a leading international financial centre and most major international banks and financial institutions have offices in the country. Its financial markets range from traditional retail banking services through international markets such as the Asian Dollar market and financial futures, to the equity capital market of the Stock Exchange of Singapore.

Offshore investors are also well serviced by reputable merchant banks, other financial institutions and investment management companies offering a diverse range of sophisticated financial services. All major international accounting/audit firms have offices in Singapore and legal services are available from both local and foreign international firms of solicitors.


COMPANIES

A company incorporated in Singapore may be limited by shares, by guarantee or may be an unlimited company. All companies may be either public or private with limited or unlimited liabilities.

Company incorporation is made by registration under the Singapore Companies Act.


DIRECTORS

A company need only one director who must be “ordinarily resident in Singapore”. A Resident in Singapore is defined as:

i. a Singapore Citizen

ii. a Singapore Permanent Resident

iii. a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass.

Any person above the age of 21 years may be appointed as a director. However, some individuals
e.g. bankrupts, are disqualified from being directors.

A foreigner who wishes to act as a local director of a company can apply for an Employment Pass/Approval-In-Principle letter from the Employment Pass Department of the Ministry of Manpower (MOM).


SHAREHOLDERS

A company shall have at least one shareholder be it an individual or corporation.



COMPANY SECRETARY

Private companies need to appoint a company secretary but the secretary need not be a professionally qualified secretary. The duty lies on the directors of the company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of a company secretary.

A professionally qualified secretary is a person who is a qualified person under the Companies Act. Examples include lawyers, public accountants, chartered secretaries and corporate secretarial agents.

The director of the private company can also be the secretary of the company, provided that he does not act in the capacity of the director and secretary at the same time.


REGISTERED OFFICE

It is compulsory to have a local address as the Registered Office address. A P.O. Box address is not permitted.


AUDITED ACCOUNTS

The law does not require small exempt private companies with annual turnover of S$5 million to have their accounts audited by an external auditor. This applies to a company whose financial year begins on or after 15th May 2003. However without audit, the responsibilities of providing true and fair view of the account rest with the directors of the company. Henceforth, we encourage the company to appoint auditor for ease of comfort.


ACCOUNTS

Companies incorporated in Singapore may maintain their accounting records outside Singapore provided that sufficient information to enable the preparation of financial statements is forwarded to and maintained at the registered office of the company in Singapore. All companies other than those classified as exempt private companies are required to file with the Registrar of Companies their annual financial statements. In order to qualify as an exempt private company, a company must:

i. be a private limited company ie a company which restricts the right to transfer its shares and prohibits any invitation to the public to subscribe for its shares or debentures

ii. not have any other corporation entitled to a beneficial interest in its shares and

iii. have less than 20 members

Similarly, tax returns must be filed with the Controller of Income Tax even if the company is inactive.

The first AGM of a company must be held within 18 months of its incorporation. After that, an AGM must be held once in every calendar year and not more than 15 months after the last AGM. As required under Section 197 of the Act, the company must file its Annual Return within 1 month after the AGM.


TAXATION

In general, Singapore imposes income or company taxes on the net income of residents from sources within Singapore and on foreign source income if remitted into Singapore. Non-resident companies or businesses are taxed in Singapore on income derived from sources within the Republic. A corporation is resident in Singapore if the control and management of its business is exercised in Singapore.

As long as no revenue arises from within Singapore or is remitted to the Republic, a company can avoid taxation in Singapore. This is a well regulated jurisdiction and therefore running costs are high.