Viewpoints

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

The Singapore Companies Act allows the ACRA (Accounting and Corporate Regulatory Authority, company registration authority in Singapore) strike a company off the Register if there is reasonable cause to believe that a company has ceased operation.   Conditions for striking off The ACRA will strike a company off the Register only if the company can meet the following conditions: The company has ceased operation; The company is not and will not be involved in any court proceedings, whether in or outside Singapore; The company has no assets and liabilities; The company has no outstanding penalties or offers of composition owing to ACRA and not indebted to other government departments; the company has no outstanding tax liabilities owing to the Inland Revenue Authority of Singapore (“IRAS”); The company has no outstanding charges in its charge register e.g. no mortgages etc.; none of the officers of the company have outstanding ACRA summonses. […]

1. Exempted Private Limited Company An Exempted Private Company refers to a Singapore incorporated private company with no more than 20 shareholders and all of them are individuals. A Limited Exempt Private Company is exempted from audit of its financial statements if all the following conditions are met: (1) Financial period commences on or after 15 May 2003 and the company’s revenue is not more than 2.5 million, or; Financial period commences on 1st June 2004 and the company’s revenue is not more than 5 million; (2) Proper accounting records are maintained. (3) The Financial Statements are prepared according to Singapore’s Financial Reporting Standards (FRS) for submission to IRAS. (4) An audit is not requested by: A. Shareholders hold not less than 5% interest in the Company’s share capital; or B. Registrar of Companies and Businesses (ACRA), or C. Other Government Authorities/Financial Institutions/Creditors.   2. Dormant Company Alternatively, a company […]

1. Overview of Singapore Limited Partnership The Limited Partnership (LP) was introduced in 2009 and is the most recent business form to be introduced to Singapore. An LP is a business organization that consists of one or more general partners and one or more limited partners. LPs are Partnerships and are created pursuant to an agreement between the partners (“the LP agreement”). They do not have a legal personality that is separate from their constituent partners. The Partnership Act as well as the general law applicable to Partnerships apply to LPs subject to the provisions of the Limited Partnerships Act 2008 (Cap 163B). The matters discussed above in relation to the formation of Partnerships and the relation of partners to each other apply to LPs.   2. Limited Partners The key difference between LPs and Partnerships lies in the fact that LPs have ‘limited partners’. A limited partner is defined […]

              With immediate effect, the Singapore Government has introduced two new measures to cool down the property market.   Introducing Seller’s Stamp Duty (SSD) for Properties Sold Within a Year Seller of a residential property located in Singapore must pay Seller’s Stamp Duty (SSD) if the property was acquired (or purchased) on or after 20 Feb 2010 but before 30 Aug 2010 and disposed of (or sold) within one year from the acquisition date. Properties acquired before 20 Feb 2010 will not be subject to SSD when disposed of. SSD will be payable on residential properties which are bought or acquired on or after 30 Aug 2010 but before 14 Jan 2011 and sold or disposed of within 3 years of acquisition. For residential properties bought on or after 14 January 2011, (SSD rates to be levied on the full sale price will be […]

Goods and services tax (GST) in Singapore is a tax on domestic consumption. The tax is paid when money is spent on goods or services, including imports. In general, goods sold, or services performed in Singapore are taxable. The only exceptions are financial services or the sale or lease of residential properties which are exempt supplies. In Singapore, GST is currently charged and accounted at a rate of 7% on the value of supply. You must register for GST in Singapore, if: At the end of a quarter if your taxable supplies exceed S$1 million for a quarter and the immediate past 3 quarters. Quarter refers to March, June. September or December; or At any time if your taxable supplies are expected to exceed S$1 million for the next 12 months.   If you are required to register for GST in Singapore, you must apply within 30 days of becoming […]

Nominee Director A Singapore Private Limited Company requires at least one individual Director, who has to be an ordinary resident of Singapore, i.e. one of the following: – Singapore citizen OR – Singapore permanent resident OR – Singapore employment/dependent pass holder. Our representative may act as your company’s local Director, should you have difficulties appointing a Director of your own. * In addition to this, we will also collect a refundable security deposit of USD2,000 and a suitable indemnity is given by the company to protect our nominee directors.   Nominee Shareholder A Private Limited Company must have at least one Shareholder, be it an individual or a corporation. One of our officers may act as a nominee on behalf of the beneficial owner and a suitable Declaration of Trust may be prepared upon request.   Nominee Agent The Companies Act requires a foreign company to appoint 2 local agents […]

Annual General Meeting Under Section 175 of the Companies Act, a local company is required to hold its first Annual General Meeting (“AGM”) within 18 months of its incorporation and at the AGM, the directors shall present the company’s accounts that comply with the requirements of the Accounting Standards and give a true and fair view of the status of the company to its shareholders. Subsequent AGMs must be held every calendar year and the interval between these meetings should not be more than 15 months after the date of the last AGM.   Audited Accounts Under Section 201 of the Companies Act, the accounts which are presented at the AGM must not be made up to a date older than 6 months from the date of the AGM for a private company/unlisted public company, or 4 months for a public listed company.   Annual Return Under Section 197 of […]