General information

Company structure

IMPORTANT: At least one director must be a resident of Singapore. Corporate directors are not allowed. Minimum number of directors – one.

• ▪ Only one shareholder (can also be a legal person, no nationality restriction or residency restrictions)

 Confidentiality

• ▪ Beneficial owners’ details – Not part of public record
• ▪ Shareholders’ details – are part of the public record, if you wish to avoid it then please request a nominee service
• ▪ Directors’ details – are part of the public record, if you wish to avoid it then please request a nominee service

Taxation

Singapore registered companies enjoy very attractive tax exemptions and incentives. Your company pays less than 9% for the first S$300,000 annual profits and 17% flat after that for Year Assessment 2010-2012 on income sourced in Singapore. There are no capital gains or dividend taxes on Singapore companies. Excellent tax benefits and business reputation of Singapore are the key reasons why entrepreneurs fr om around the world prefer to form a company in Singapore.

To support entrepreneurship and to help Singapore local enterprises grow, 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 Year Assessments.

A further 50% exemption is given on the next $200,000 of the normal chargeable income (excluding Singapore franked dividends) for each of the first three consecutive Year Assessments.

• ▪ First $100,000 @ 100% = $100,000
• ▪ Next $200,000 @ 50% = $100,000
• ▪ Total $300,000 = $200,000

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

• ▪ be incorporated in Singapore (other than a company limited by guarantee);
• ▪ be a tax resident* in Singapore for that Year Assessment. A company is resident in Singapore if the control and management of its business is exercised in Singapore.
• ▪ have no more than 20 shareholders throughout the basis period for that YA wh ere:a)all of the shareholders are individuals beneficially and directly holding the shares in their own names; OR b)at least one shareholder is an individual beneficially and directly holding at least 10% of the issued ordinary shares of the company.

Other benefits

• ▪ Company meetings need not be held in Singapore. A new company must hold its first Annual General Meeting (“AGM”) within 18 months. Thereafter, the company must hold its subsequent AGM in every calendar year, and not more than 15 months from the last AGM.

Accounting requirements

For companies with annual turnover over S$5m, annual audited accounts are required to be filed with the Singapore Registrar; the accounts must be audited by a qualified Singapore auditor. However, Exempt companies are not required to have their accounts audited and annual accounts can be filed without audit. To be defined as Exempt Company, the following conditions must be met: members of the company must not exceed 20, members of the company should be individuals and not a corporation, and annual turnover should not exceed S $5m.

Secretary

Required (must be a natural person, resident of Singapore)

Registered Agent

Required

Registered office

Required

Company name

• ▪ Language: Any
• ▪ Letters: From Roman alphabet
• ▪ Company name must end with such words: Private Limited, Limited or such suffixes Pte. Ltd or Ltd.
• ▪ Names Requiring Consent or a Licence: Bank, Financial institution, insurance, fund management, university, Chamber of Commerce and other similar names

N.B.

• ▪ Restricted connections for company name: name of state, national or local government.
• ▪ Any name that implies illegal activity or implies royal or government patronage is restricted.
• ▪ Registrar may reject any name which it considers undesirable, contrary to the public interest or are politically sensitive.
  
• ▪ Company name is restricted to be identical or similar that of an existing company.
• ▪ In case when foreign language is used for company name the translation must be provided to Registrar which will ensure conformity to above listed restrictions.

Incorporation

• ▪ Name check and approval
• ▪ Filling the incorporation documents with the Registrar of Companies
• ▪ A standard set of original corporate documents
• ▪ Payment of the Government fee
• ▪ Provision of registered office and company secretary for one year

Please provide us with the following documents and data:

 Incorporation

• ▪ A notarized copy of valid passport (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
• ▪ A copy of proof of residential address (ex. utility bill of each Shareholder, Director, Beneficial Owner, Authorized Signatory that is not older than 3 months) in English
• ▪ Optional: A notarized copy of Bank reference (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
• ▪ Optional: CV (of each Director and Shareholder)

N.B.

• ▪ If Shareholders and/or directors are legal persons, then it is required to submit full set of apostilled company documents and if company is operating more than 1 year it is required to submit certificate of Good Standing.
• ▪ If documents are not in English language or language of particular country, then they must be accompanied by a notarized translation.

 Capital

• ▪ Amount of paid up capital

 Company name

• ▪ Three company names in order of preference