Singapore Private Company Registration Guide (1) – Features of Singapore Private Company

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 directors’ resident in Singapore will be deemed resident and those which have a majority of directors’ resident outside Singapore would normally be deemed non-resident. The place of central control and management is the only practical difference between a resident and non-resident Singapore company.

All Singapore companies have the following characteristics:

Share Capital

The usual authorized share capital is SGD100,000 and the minimum issued capital is SGD1. Share capital may be denominated in Singapore dollars or other currencies. Separate classes of shares may be created with differing rights to dividends or otherwise. A minimum of one subscriber is required to establish a company (one share issued to the subscriber and therefore a minimum issued capital of SGD1). A subscriber can be a company or an individual. After incorporation the company may have a minimum of either two individual shareholders or one corporate shareholder. Shareholders need not be Singapore resident.

Shareholders

A minimum of one shareholder is required whose details appear on the public register. Corporate shareholders are permitted. Anonymity can be achieved using nominee shareholders.

Directors

A minimum of one director is required and full details of these must be filed with the Public Registry. Corporate directors are not permitted. One director must be a resident of Singapore and this director remains responsible for the compliance by the company with the Singapore Companies Act and may continue to be liable for those obligations even after resigning. Additionally, if the company wishes to receive relief under the various tax treaties signed by Singapore it is likely that it would be necessary to demonstrate that the company has a majority of Singapore resident directors in order to establish that the company is resident in Singapore for tax purposes.

A resident of Singapore means a person who holds a Singapore passport or identity card or Employment Pass or Entrepass or work permit.

Company Secretary

There must be a secretary who is a natural person and whose principal or only place of residence is in Singapore. The secretary must be qualified in terms of the Singapore Companies Act. Persons qualified include chartered secretaries, lawyers and chartered accountants. The secretary may also be a director. The secretary’s must be filed with the Registrar.

Kaizen will provide the Company Secretary when being engaged to register your Singapore private company.

Annual Reporting

All Singapore companies except private exempted companies must prepare full audited accounts and must keep a copy of such accounts at the registered office address. All except exempt private companies (a private company with less than 20 members and in which no corporation has a beneficial interest in its shares) must file unaudited accounts on the public register.

Timescale

Incorporation of a Singapore private company takes around 2 days, but it usually takes a further 1 weeks to receive the carve the common seal and printing of Memorandum and Articles of Association and prepare the company kit.

Restrictions on Name and Activity

Company names which are the same as or similar to existing names are not permitted. A holding company can, however, consent to its name being included as part of a subsidiary’s name. Private limited liability company names must end with the words “Private Limited” or “Private Sendirian” or an abbreviation of the same. The name of a company can be changed in about 14 days.

Registered Office

As a matter of local company law the company MUST maintain a registered office address within Singapore. Kaizen can provide registered office in case you have difficulties in finding one.

Taxation

The current rate of corporation tax is 17%. A Singapore resident company is only taxed on Singapore source income and foreign income which is remitted to Singapore. A non-resident Singapore company would pay tax only on Singapore source income. Please note that for the company to gain the benefit of the double taxation treaties signed by Singapore it is likely that the company would have to be resident. Treaties have presently been concluded with Australia, Bangladesh, Belgium, Canada, China, Denmark, Finland, France, Germany, India, Indonesia, Israel, Italy, Japan, Korea, Malaysia, The Netherlands, New Zealand, Norway, Philippines, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, United Kingdom.