Viewpoints

A company is considered as resident in Singapore if the control and management of the business is exercised in Singapore. Although the term “control and management” is not defined explicitly by authorities, a generally accepted consensus is that it refers to the policy level decision making at the level of Board of Directors and not the day-to-day decision making and operations. In general, a company is considered non-resident in Singapore if the directors manage and control the business and hold board meetings from outside Singapore. This is true even if, for example, the lower level operations are taking place in Singapore. A company’s residence may change from one year of assessment to the next depending on the circumstances. A Singapore branch of a foreign company is generally not treated as a Singapore tax resident since the control and management is vested with an overseas parent company. The basis of taxation […]

Stamp duty is computed on the consideration or total value of the shares transferred, whichever is higher. Newly incorporated companies are those companies incorporated less than 18 months from the transfer date. The following points must be noted: If the newly incorporated company does not own any properties, the allotment price can be used. If the newly incorporated company owns properties, management account has to be prepared to determine the NAV of the shares. This must be certified by the director or secretary of the company and accompanied by the last audited accounts.   Stamp Duty Computation An example on the computation of stamp duty on the transfer of ordinary shares in newly incorporated companies is as follows: What is the stamp duty payable Number of shares to be transferred 50,000 Value per share $1.00 Consideration $45,000 Transfer of ordinary shares in newly incorporated companies (1) Determine whether Total Value […]

Overview of Singapore Sole Proprietorship A Sole Proprietorship may be described as a business that is carried on by an individual on his or her own without the use of a separate and distinct business form. The sole proprietorship is the simplest form of business organization. The law does not regard the sole proprietorship business as a different entity from its proprietor (or owner). As such, all rights that the business has are rights that belong to the proprietor. Similarly, all liabilities or debts that are incurred by the business are in law the liabilities or debts of the proprietor. The assets and profits that the business generates are owned by the proprietor who is personally liable to pay whatever tax payable in respect of these assets and profits. Should the proprietor die, the business will cease to exist.   Registration and Compliance When a person wishes to carry on […]

1. Introduction to Singapore Representative Office A Singapore Representative Office provides a foreign company interested in establishing operation in Singapore an avenue to assess business opportunities in Singapore market prior to making any long term or large-scale commitment. A Representative Office cannot engage in direct business activities, i.e. commercial profit-making activities. If you choose to set up a Singapore Representative Office and relocate someone to Singapore to run the representative office, you must take the following steps: (1) Apply to International Enterprise Singapore (IE Singapore) to register the Representative Office. Kaizen can assist you in the registration of your Representative Office in Singapore. (2) Apply for an Employment Pass only after you have succeeded in registering the Representative Office. The Employment Pass application is for the Chief Representative who is the appointed staff member from the foreign company. The Employment Pass will allow the Chief Representative to relocate to Singapore […]

Appointment of Company Secretary As per Section 171 of the Singapore Companies Act, every company must appoint a qualified company secretary within 6 months of its incorporation. It has to be noted that in case of a sole director/shareholder, the same person cannot act as the company secretary. The company secretary must be a natural person who is ordinarily resident in Singapore. A person who is ordinarily resident in Singapore means a person is a Singapore citizen or permanent resident, Singapore Employment Pass / EntrePass / Dependant Pass holder. Kaizen Corporate Services Pte Limited will be appointed as the Singapore Company Secretary / Singapore Corporate Secretary for your Company (upon your request) to comply with Accounting and Corporate Regulatory Authority (ACRA) requirements.   Roles of Company Secretary  The roles of the company secretary for a Singapore company are as follows: Board Meetings Co-ordinating the operation of the company’s formal decision […]

Appointment of Directors In accordance with the Companies Act, a Singapore company can have any number of local and foreign directors. However, the company must have at least one director who is “ordinarily resident in Singapore. i.e. Singapore Citizen, Singapore Permanent Resident, or a person who has been issued an Entrepreneur Pass or Employment Pass. Any person above the age of 18 years may be appointed as a director. However, certain individuals e.g. bankrupts, are disqualified from holding director positions.   Duties and Responsibilities of Directors of a Singapore Company DIRECTORS of a Singapore company must comply with the common law and specifically with the Companies Act of Singapore. As most of the company’s powers are vested in the board of directors, they control its affairs and are thus answerable to the company’s shareholders collectively.   Fiduciary Duties Directors have a fiduciary duty to their company. This means that they […]

General Information Company Law Companies Act 1994 (amended in 2005) Type of Company Private company Language of Legislation and Corporate Documents English Taxation of Foreign Profits Varies Exchange Controls No Length of Time to Incorporate 1 day Shelf Companies Available No Corporate Names Name Restrictions Offensive names Endings and Abbreviations Required Must contain the words “Limited” or “Berhad”, and “Private” or “Sendirian”, or its abbreviations Length of Time to Verify Name Availability 1 day Reservation of Names Permitted Yes Language of Name English Name of Banks, Insurance, Investment Fund, Trust Company or their equivalents requiring consent or license Yes Capital and Shareholders Minimum Number of Shareholders One Local Shareholders Required No Corporate Shareholders Permitted Yes Disclosure of Shareholders Yes Minimum Authorized Capital Required Yes Bearer Shares Permitted No Registered Shares Permitted Yes No Par Value Shares Permitted No Directors and Officers Minimum Number of Directors One Qualifications of Directors Legal […]

1. General Information The Republic of Singapore is a British Commonwealth country located at the tip of the Malaysian peninsula and occupying an area of 622 square kilometers. Singapore gained independence from Britain in 1965 but because of its close connection to the Crown the business language is English, and the English common law system applies. Local currency is the Singapore Dollar and there is an excellent professional infrastructure with good legal services. Most of the large accountancy firms have offices in Singapore as do most of the major international banks. Communications are excellent with state-of-the-art telecommunications equipment and an airport which serves as a regional hub for over 100 destinations.   2. Features of Singapore Private Company A Singapore incorporated company may be deemed resident or non-resident depending on its place of central management and control. Thus, in simple terms, a Singapore company which has a majority of its […]

Table of Content Part (1) Summary of Maintenance and Compliance Requirements of a Singapore Private Company Part (2) Filing Annual Returns of a Local Singapore Company Part (3) Change of Company Name Part (4) Changes to Memorandum and Articles of Association Part (5) Issue of Shares (Increase Issued and Paid up Capital) Part (6) Transfer of Shares in a Private Company Part (7) Filing of Profits Tax Return Part (8) Internal Management Part (9) Keeping Proper Business Records Part (10) Accounting and Auditing Requirements of a Singapore Company Part (11) Application for Dormant Status Part (12) Closing Down a Company in Singapore by Deregistration (Strike off) Part (13) Closing Down a Company in Singapore by Liquidation (Winding Up) Also See:  Singapore Private Company Registration Guide