2024 Singapore Company Registration Guide

Contents

01 | Advantages of Singapore Companies

02 | Information for Registering a Singapore Company

03 | Methods of Registering a Singapore Company

04 | Singapore Company Registration Process

05 | Completion of Singapore Company Registration

06 | Subsequent Maintenance of a Singapore Company

Singapore, as one of the world-renowned financial centers, is also the fourth largest foreign exchange trading center and the fifth largest offshore RMB market globally. Thanks to its stable economic policies and excellent innovation capabilities, the country has demonstrated tremendous strength and potential in various fields such as real estate, manufacturing, and tourism.

Singapore’s technological innovation and talent cultivation have also received strong government support, which has promoted the improvement of the country’s technological level and talent quality. It can be said that finance and service industries are important pillars of this highly developed country’s economy.

Singapore has always adhered to an innovative and open strategy, attracting investors and multinational companies from around the world.

1. Advantages of Singapore Companies

Superior Tax Policy

Singapore’s corporate tax rate is relatively low, with a maximum levy of only 17%. There are also many targeted tax incentive policies, such as the famous “double deduction scheme” and incentives for research and development projects, greatly enhancing the economic benefits of establishing companies in the country.

Safe and Convenient Business Environment

Singapore is a young and dynamic open economy with an open and friendly business environment. The government’s management and regulatory mechanisms are clear and concise, with a comprehensive legal system and strong protection of intellectual property rights.

Stable and Reliable Economic Environment

Singapore is politically stable and has rapid economic growth. Thanks to its excellent infrastructure and developed financial markets, it provides strong sustainable development and stability guarantees for business activities.

Unique Geographic Advantage

Singapore is strategically located in Southeast Asia, with an extremely convenient transportation network, facilitating trade and exchanges with neighboring countries and regions.

2. Information for Registering a Singapore Company

The main types of companies that can be registered in Singapore include:

1. Exempt Private Company: Suitable for companies with few shareholders and no intention of going public.
2. Private Limited Company: Suitable for companies with more shareholders and closed investment.
3. Public Limited Company: Suitable for companies seeking public shareholding and large-scale capital operations.
4. Public Guarantee Company: No registered capital required, high registration requirements, annual audits and public disclosure needed.
5. Unlimited Private Company: Suitable for companies with few shareholders and no business scale.
6. Unlimited Exempt Private Company: Suitable for companies with few shareholders, no business scale, and no intention of going public.
7. Unlimited Public Company: Suitable for companies seeking public shareholding and large-scale capital operations.

Below is a detailed introduction to the characteristics of these seven types of companies.

1. Exemption of private companies: Such companies have simple registration procedures and do not need to keep accounting records or submit annual reports.
2. Private Joint Stock Company: This type of company has relatively simple registration procedures and requires accounting records, but does not need to publish financial reports.
3. Public Joint Stock Company: The registration procedures for this type of company are more complicated, requiring accounting records and the publication of financial reports.
4. Public Guarantee Limited Company: This type of company has the most complicated registration procedures, no registered capital, and requires accounting records and financial reports to be published.
5. Unlimited private companies: The registration procedures for such companies are relatively simple, with no registered capital, no need for accounting records or annual reports.
6. Unlimited exemption for private companies: Such companies have relatively simple registration procedures, no registered capital, no need for accounting records or annual reports.
7. Unlimited Listed Company: The registration procedures for this type of company are more complicated, requiring accounting records and the publication of financial reports.

Basic information required for registering a company in Singapore

1. Company name: including the full English name of the enterprise, ending with LTD or PTE.
2. Registered capital: minimum 1 SGD (if the registered capital exceeds 1000 SGD, the corresponding amount needs to be paid before the transfer of the company can be handled).
3. Business scope: usually unlimited, fill in according to the needs of the enterprise itself.
4. Directors: Ordinary companies require at least one director, while public companies require at least two directors, and one of them must be a Singaporean resident or holder of an employment certificate.
5. Shareowner to stock ratio: The company needs at least one person to serve as a shareowner, and the director and shareowner can be the same person.
6. Legal Secretary: Within 6 months after the establishment of the company, one legal secretary must be appointed, and the vacancy period of this position cannot exceed 6 months, otherwise the director may face fines.
7. The duties of the secretary can be adjusted according to the needs of the company, such as maintaining and updating the company’s register and meeting records; managing, attending, and preparing minutes of meetings between directors and shareholders; assisting company directors in understanding the deadlines for annual reports and other documents required by ACRA; and introducing relevant changes in company regulations to directors and shareholders.
8. Registered address: Must have a local legal registered address in Singapore.

3. Methods of Registering a Singapore Company

Clients need to prepare materials and sign documents

The registration process is not complicated, and clients do not necessarily have to be in Singapore; they can handle it locally or entrust it to intermediaries.

4. Singapore Company Registration Process

Application process

First, we need to follow the above guidelines and prepare all necessary materials. The registration regulatory authority for Singapore companies is the Accounting and Corporate Regulatory Authority of Singapore (ACRA).

All companies and commercial entities intending to establish in Singapore must register with ACRA. According to the relevant regulations of ACRA, the following application steps must be submitted:

1. Determine the company name and conduct registration verification and approval.
2. Determine the board of directors and shareholders of the company, at least one of whom must hold Singaporean citizenship, and the shareholders can also serve as directors at the same time.
3. Clearly define the company’s business scope, registered capital, registered address and other basic information.
4. Fill out the registration form and provide identification documents for directors and shareholders.
5. After organizing the registration information, submit the company registration application to ACRA.

Processing cycle

Registration is expected to be completed in 7-10 working days and a complete set of registration documents will be received.

5. Singapore company registration completion materials

The documents obtained after registration include

1. Singapore company registration certificate
2. Company information
3. stock supporting documents
4. Articles of Association
5. Meeting minutes
6. Company signature, seal and steel stamp

6. Subsequent Maintenance of a Singapore Company

01 Annual maintenance

According to the Singapore Company Management Law, within 18 months after the company is established (the following 15 months), the company secretary must organize and convene the first shareholders’ meeting (AGM) of all directors and shareholders.

During this meeting, the directors of the company are obliged to provide and interpret the annual financial report of the company to all shareholders. This report must be prepared in accordance with the “ICPAS” standard of the Singapore Certified Public Accountant Institute and should be in English. At the same time, relevant decisions involving important corporate issues need to be discussed during the meeting.

Within one month after the end of the shareowner meeting, the company secretary must submit the important decisions passed by the shareowner meeting to ACRA for filing, update the company’s registration information (i.e. annual inspection), and submit the annual financial report and financial annual tax return to the Accounting and Corporate Regulatory Authority of Singapore for filing (i.e. tax filing). These two tasks are often referred to as annual review.

It is worth noting that even if the company has not carried out any operational activities, it must follow established procedures to truly reflect the company’s non-operational status in the annual financial report and be confirmed by the Accounting and Enterprise Management Bureau. If the company fails to submit financial reports on time, the Accounting and Enterprise Management Bureau will punish it, and serious cases may even face legal proceedings.

02 The following reports must be submitted for annual review

Annual financial statements

Annual financial report refers to the company established in Singapore that consolidates annual accounting accounts and compiles annual financial reports in accordance with relevant departmental regulations.

According to the Singapore Companies Act, a Singaporean company must provide the Singapore Registry with an English financial report compiled in accordance with the standards of the Singapore Certified Public Accountants Association for each financial year, including accounting, director’s report preparation, director’s statement, income statement, balance sheet, cash flow statement, and classification annotations.

Annual shareholders meeting AGM presentation

The annual shareholders’ meeting (AGM) refers to the annual shareholders’ meeting organized by the company secretary within 18 months after the company is established, in accordance with the requirements of the company secretary, and the resolutions passed by all directors and signed.

At the end of each fiscal year, an annual shareholders’ meeting must be held, during which a financial report must be presented. This financial report must be compiled into an English version in accordance with the Institute of Certified Public Accountants (ICPAS) standards and submitted to the Accounting and Corporate Regulatory Authority (ACRA) within one month after the shareholders’ meeting (AGM) is held.

Annual tax returns

The annual tax report refers to a company established in Singapore that consolidates annual accounting records, makes annual tax estimates, and fills out tax forms in accordance with the regulations of the tax department.

This process is crucial because the CEI (Estimated Taxable Income) and Form C_S required for the company’s tax reporting stage in the future are based on this report. For companies with cumbersome tax accounts, completing the annual tax report properly is particularly crucial!

Corporate tax reporting

According to the regulations of the Inland Revenue Authority of Singapore, companies registered and established in Singapore, as well as foreign companies conducting business in Singapore, are required to pay “corporate tax” in Singapore, namely personal income tax.

Please note that if a company fails to submit its annual financial report on time, the Accounting and Corporate Regulatory Authority of Singapore will impose fines on the company, and serious offenders will face legal action. Even companies that are not actually operating (i.e. refrigerated companies, Dormant Companies) must convene shareholder meetings and submit financial reports in accordance with normal procedures.

According to the regulations of the Inland Revenue Authority of Singapore, since 2010, the corporate tax rate has been 17% (reduced by one percentage point compared to before), and it is declared once a year (fiscal year). It is worth noting that corporate tax is levied on corporate profits, not turnover.

For newly registered Singaporean companies, they can enjoy the government’s tax exemption plan for the first 3 years. For details on the exemption amount, please refer to:

1. The taxable income of the first 100,000 SGD of the year is taxed at a rate of only 4.25%.
2. Subsequent 100,000 taxable income of SGD, only need to bear half of the tax, only need to pay 8.5% tax.
3. Any excess 200,000 SGD shall be subject to the normal tax rate of 17%.

Exemption conditions are as follows

1. At least 10% of the stock is a personal equity stake.
2. Be a Singapore tax resident - the management and control center of the company are all in Singapore: cannot be just an honorary director, key employees must work in Singapore.

The declaration period for corporate income tax is: within 11 months after the end of each fiscal year, the tax declaration for the previous year is filed in November each year, and a 3-month exemption period is granted.

Overdue or non-annual review of Singaporean companies may have the following impacts:

Fine

Late submission of annual shareowner meeting and late submission of annual report will be fined S $300 each.

Listed Company’s financial statements are overdue for more than 6 months and will also be fined S $300.

Impact

Upon receiving a court summons and being found guilty, each charge may result in a fine of up to S $5,000.

Directors found guilty of three or more offenses within five years will face the risk of dismissal and will not be allowed to serve as directors or participate in the management of the company for the next five years.

Finally, if the registered capital of the Xinjiapo company needs to be transferred from non-Singapore locals, overseas remittances are expensive and have a long cycle. Friends in Singapore can provide funding. If you want to register in foreign currency, you need to go through the State Administration of Foreign Exchange and exchange it for the local currency, which is quite difficult. If you have friends from overseas, you can solve this problem. Whether it is a domestic or foreign company, the registered capital must be in the company account you specify. It doesn’t matter who pays, as long as there are funds in the account. Overseas relatives and friends can provide funding, and you can solve the follow-up problems yourself. If advance payment is not feasible and you want to solve the problem, my friend used biyapay for remittance when registering a company in Singapore.

It supports online real-time exchange of more than 20 mainstream legal currencies and dozens of mainstream digital currencies, realizing local transfers in most countries or regions around the world. It can achieve same-day remittance and arrival, thus achieving the purpose of personal overseas Asset Allocation investment.

It can also be used to purchase personal insurance, financial products, or purchase Hong Kong and US stocks, etc. Cross-border transfers arrive in real-time, making deposits and withdrawals more convenient. Recharge digital currency and exchange it for USD/HKD to BiyaPay, then withdraw it to a bank account, deposit it to a securities firm, and the arrival speed is fast, with no limit, so that everyone no longer has the trouble of deposits and withdrawals. Of course, you can also directly exchange digital currency for USD/HKD in real-time transactions on BiyaPay, which not only saves time but also saves costs.