Category: Company Incorporation

So, now that you’ve got your company all set up and ready to take off in Singapore, what’s next? You would be looking at the next steps to take such as travel in Singapore, how to rent an office space, what the cost of living for an expat would be, the culture, history, banking industry, weather, climate and so on. Basically, all the information and guidance you would need about how to make living in Singapore as comfortable as possible for you and your family.

Whether you are thinking about moving to Singapore to establish a base of business, or if you have already set up and business and are now looking at settling down in the country, here are some resources that you will find helpful to get you settled in:

 

Travel in Singapore
If you haven’t established business in Singapore yet but you’re thinking about doing so, it’s a good idea to organize a 2-day business trip to explore the city.

Renting a Business Office in Singapore
Singapore has several office options to choose from, including serviced office, conventional office spaces, private-owned and government-owned commercial buildings, virtual offices and home offices.

Cost of Living for an Expatriate in Singapore
Singapore is one of the most expensive cities in the world to live in, because it is so developed and advanced. To live a comfortable life in Singapore, it would be best to prepare for it financially so you’re not taken by surprise upon your arrival here.

Singapore Driving License Conversion – Driving in Singapore
If you hold a driving license that was issued outside Singapore, the first thing you need to do is to check if your license can be converted to a Singapore driving license if you plan to do a lot of your own driving around the city.

Singapore’s Banking Industry and Its Major Banks
Singapore has a flourishing financial centre, and the banking industry is one of the key players of the financial sector. The growing number of high net worth individuals has certainly helped the country emerge as a leading private banking destination that international investors are keen to take advantage of. See some of the major banks available in Singapore here.

Singapore’s Weather and Climate
Singapore is typically warm all year round, experiencing a tropical climate because it is located so close to the equator. Expect abundant rainfalls and high temperatures and humidity all year round.

Singapore Mass Rapid Transit (MRT)
Hailed as one of the most cost-efficient public transport networks in the world, Singapore’s Mass Rapid Transit (MRT) is the backbone of the public transport system in Singapore. The MRT was officially launched in 1988 and now comprises four main lines: North-South, East-West, North-East and Circle.

Singapore’s Economy
Singapore’s economy has always had a strong reputation and robust growth over the years, contributing to the nation’s global status as a thriving business hub. A free-market economy which is highly developed, Singapore’s economy is ranked as the most open economy in the world.

SingPass Registration and Office Counter
SingPass is a portal to hundreds of digital services offered by over 60 government agencies such as the Accounting Authority of Singapore (ACRA), the Inland Revenue Authority of Singapore, and the Central Provident Fund Board, empowering users to only have to remember one password when connecting and transacting with the Government.

Co-working Spaces a Valuable Addition for Start-ups
Modern-day office setups have come a long way compared to only a couple of years back. Co-working spaces are rapidly replacing conventional office setups and it’s easy to see why. Co-Working Spaces are dynamic; you can lease a work area when you need it for work.

Housing and Development Board (HDB)
Housing and Development Board (HDB) was established by the Ministry of National Development. Currently, HDB is Singapore’s public housing authority. Its general functions are clearing the squatters and slums of the 1960s and resettling residents into low-cost state-built housing. They go past the planning and development of Singapore’s housing estates. They build homes as well as commercial, recreational, and social amenities to make a quality living environment for all.

Director’s Requirement

 

Under the Companies Act, the minimum number of directors required is one. The maximum number of directors will usually be stated in the company’s Articles. In addition, there must be at least one director of the company who is ordinarily resident in Singapore.

There are various circumstances where a director may face disqualification. Once a person is disqualified, he will not be allowed to be a director or take part in the management of any local or foreign company unless he seeks permission from the High Court or Official Assignee, if applicable.

The circumstances which disqualify a person from being a director include the following:

 

• Being an undischarged bankrupt.
• Conviction for certain criminal offences which involve fraud or dishonesty.
• Where a disqualification order has been made against him by a court.
• Has been convicted for 3 or more filing related offences under the Companies Act within a period of 5 years.
• Has 3 or more High Court Orders made against him compelling compliance with the relevant requirements of the Act, within a period of 5 years.
• Company being wound up for reasons of national security or interest.

 

Under certain circumstances, the High Court or the Official Assignee may grant the disqualified person permission to continue to be a director of a company. The disqualified director must notify ACRA via Bizfile if this is the case.

 

 

 

Director’s duty and responsibility

 

As a director, you are responsible for ensuring that your company complies with all of its statutory requirements on time. Two important ones would be holding of the company’s Annual General Meeting (AGM) and the subsequent filing of Annual Return (AR) by the specified due dates. Even though it is not obliged to do so, ACRA sends out reminders to companies and their directors to fulfill these obligations.

To carry out your duties as a director well, it is necessary for you to be fully aware of the duties and responsibilities expected of directors. Directors are fiduciaries of the company which appoints them. A fiduciary is a person who is expected to act in the interests of another person. Hence, as a director, you have a duty to act in the way you honestly believe to be in the best interest and benefit of the company.

Directors are also agents of the company. This means that you are acting for the company and in turn, the company is bound by your acts. Thus, it is important for you to exercise reasonable skill, care and diligence when carrying out your duties as a director. The duties owed by directors to a company are found in the common law and the Companies Act. The following are some key duties which will be discussed in greater detail:

 

• To act honestly and in good faith in the interest of the company
• To avoid conflict of interest
• To exercise care, skill and diligence
• To not misuse power and information

 

 

Directors Compliance Programme (DCP)

 

The Directors Compliance Programme (DCP) is a new training programme organised by the Institute of Corporate Law for directors who have been in default for the first time for failing to comply with key and basic statutory requirements under the Companies Act (Cap. 50). These include holding the Annual General Meeting and the timely filing of Annual Returns.

An internal study by ACRA showed that many directors are unaware of the basic statutory requirements under the Companies Act and what their duties and responsibilities are. To address this, ACRA will offer these directors the option of attending the training and the chance to rectify their defaults thereafter, in lieu of prosecution.

Why have I been asked to attend the Directors Compliance Programme?

If ACRA has sent a letter stating that you are required to attend the DCP (the “Letter”), it is because you have not fulfilled your statutory obligations of:

• conducting an AGM within 15 months from end of your last financial year (18 months from the date of incorporation in the case of a new company); and/or
• filling your company’s annual returns,
and you have never been prosecuted by ACRA previously.

Significance of the Directors Compliance Programme

Your attendance at the DCP is compulsory and failure to attend will result in you facing financial penalties for the default of your statutory obligations.

The course fee of $250 is generally lower than the late lodgement fee or composition fine that is typically imposed by ACRA on directors for failing to comply with the filing requirements under the Companies Act. ACRA may waive the penalties for these directors, upon their successful completion of the training, and, subject to their filing all the necessary documents under the Companies Act within a revised deadline stipulated by ACRA.

In general, Directors who attend and complete the DCP will be given an extension of 60 days to hold their AGMs, lay their accounts at the AGMs and file their annual returns without having to pay any late filing penalty.

However, if such directors choose not to register the DCP or after attending the DCP, they still fail to rectify their defaults, ACRA will proceed to prosecute them accordingly. No Composition will be offered to such directors once a court summons has been issued to them.

What are my available options?

Option 1: Attend the DCP

Kindly select the session that you are able to attend and register before the deadline mentioned in the letter. You may contact ACRA should you have any questions or issues with regarding to the registration.

Pay the S$250 registration fee that includes GST, course materials and light refreshments. Kindly remind that the DCP does not qualify for Singapore Workforce Development Agency disbursement.

Attend the session in person (representatives are not allowed) and ensure you arrive punctually – you will be deemed absent if you arrive more than an hour late from the registration time for the session you have selected.

Option 2: Make sure you have complied with your statutory obligations and proceed to notify ACRA

You may contact ACRA for any questions or issues pertaining to enforcement. In cases where you have fulfilled your statutory obligations within the statutory time limits and the Letter was mistakenly sent to you, ACRA will not require you to attend the DCP and no financial penalties will be imposed against you.

In cases where you only complied with your statutory obligations between the time you received the Letter and before the deadline for registration, ACRA will consider the individual circumstances of your case when deciding whether you are still required to attend the DCP.

If they decide that your attendance is not required, no further action is required from you. If they decide otherwise, please refer to the steps under Option 1.

Option 3: Striking off your company

Attendance at the DCP is not required under option 3. However, the striking off application must be made by the due date stipulated in the letter inviting the director to the DCP and subject to ACRA’s approval.

More information on the striking off procedure can be found on ACRA’s website and you can contact ACRA if you remain unsure of how your striking off application will impact the requirement for your attendance at the DCP.

Singapore is the ideal global business hub for any investor keen on making their mark on this side of the world. It’s strategic location, strong trade and investment and easy business policies make it the most competitive Asian country and the easiest place in the world to do business (as ranked by the World Bank).

Singapore’s many free trade agreements, network of double taxation avoidance agreements and investment guarantee agreements all contribute and lend a hand to protecting your business innovations and ideas, thanks to Singapore’s strict policy when it comes to intellectual property.

 

 

Why Setup a Company in Singapore

Singapore has consistently been ranked as the easiest place for set up company or setting up business, do business and one of the most competitive economies worldwide by key ranking reports by top institutions like the World Bank and the World Economic Forum for starting a business in Singapore. You can easily setup a company in Singapore in just an hour. The main source of revenue is exports of consumer electronics, information technology products, pharmaceuticals, ports and financial services.

The city-state is safe and orderly for opening a company in Singapore, and is also recognized as one of the cleanest and greenest cities in the world. It has an efficient and affordable public transport system, along with world-class healthcare services. Singapore’s primary, secondary and tertiary educational systems all meet international standards, making it an esteemed education hub and great place to raise a family and setting up a business.

 

Summary

In summary, you should choose Singapore and set up company in Singapore today because:

 

• Rated #1 in the world by World Bank for ease of doing business. You can easily set up company Singapore without physical presence.
• Rated #1 as the most politically stable country in Asia
• Rated #1 as the best labor force in the world
• Ranked the third wealthiest nation in the world by Forbes Magazine
• There are no dividend or capital gains taxes in Singapore
• There is no estate/death/inheritance tax in Singapore
• Low personal tax rates start at zero percent and max out at 22 percent above $320K. There is no capital gain or inheritance tax. Individuals are taxed only on the income earned in Singapore.
• Government grants, up to 70 percent of costs, provided for companies in certain industries keen to adopting IT solutions and equipment to enhance business processes.
• No auditing is required for a company which qualifies as a small company.
• Singapore has no restrictions on foreign ownership of business. The repatriation of profits and the import of capital are freely allowed. Shareholders, including investors who receive dividends out of company profits, are exempted from Singapore tax. Singapore is one of the best places to set up company and run your business.

 

Ready to setup a company in Singapore and want to know more about how to start a company or how to set up a business in Singapore?

Contact us today for setting up company Singapore at [email protected], we can get your Singapore company set up in just an hour.

 

Type of Business Structures in Singapore

Making the right choice of business structure is one of the crucial steps when incorporating a company in Singapore. For one, this decision will have an impact on how much you pay in taxes (taxes payable). For another, it will affect the amount of paperwork your business is required to do (incorporation procedures), the personal liability you face, and your ability to raise money (financing).

Generally speaking, you can decide the type of business entity of your business based on three factors: liability, taxation, and record-keeping. Let us have a quick look at the differences between the most common forms of business entities:

 

1. Company

 

a. Private Company Limited by Shares
• Has a maximum of 50 shareholders.

b. Exempt Private Company (EPC)
is one which:
• Has a maximum of 20 shareholders.
• No corporation is a shareholder.
• The Minister has deemed to be an EPC under the Companies Act.

c. Public Company Limited by Shares
• May have more than 50 shareholders.
• May raise capital by offering shares or debentures to the public.
• Must register a prospectus with the Monetary Authority of Singapore (MAS) before making any public offers.

d. Public Company Limited by Guarantee
• Is usually formed to carry out non-profit making activities such as promoting arts, etc.
• Is one which has members instead of shareholders. These members agree to pay a fixed sum in case the company is wound up

 

2. Partnership

 

As the name implies, a partnership does not exist without its partners. The partnership ends upon death, retirement, or insolvency. In Singapore, there are three types of partnership structures:

a. Limited Liability Partnership (LLP)
Introduced in 2005, the LLP is the most recent and most advanced business structure in Singapore as it is a combination of the features of partnerships and companies. An LLP allows owners to have the flexibility of operating as a partnership together with many benefits similar to those found in a private limited company. Furthermore, an LLP must have a minimum of two partners at all times and it is not suitable for business with trading activities.

b. Limited Partnership
Unlike the LLP, an LP is registered under the Limited Partnerships Act and it does not have a legal personality separate from its partners. In other words, it cannot sue (or be sued) and does not have the right to own property in its own name. A LP consists of at least one general partners and one or more limited partners. General partners are fully liable with their personal assets and can participate in the management of the LP. Limited partners, on the other hand, are only liable up to the amount they have contributed and do not have the power to bind the LP.

c. Sole Proprietorship
Under this type of business structure, the business partners are personally liable for the business liabilities and debts. In other words, the partners share responsibility as one is held accountable for the actions of a fellow partner.

 

3. Foreign Companies

 

In Singapore, foreign companies can have the option to register either a subsidiary, or a branch office, or a representative office.

a. Representative Office
Precisely speaking, a Representative Office is not a business entity per see but an administrative arrangement of a foreign company. It is primarily set up for non-commercial activities – a Representative Office cannot perform any profit yielding activities.

b. Branch
A branch office is registered in Singapore as an extension of its parent company and not as a separately incorporated entity. The liabilities of a branch office extend to its parent company.

c. Subsidiary Company
In Singapore, a subsidiary has a distinct legal identity than the parent foreign company and is treated as a local tax-resident. The parent company, local or overseas-based, owns more than 50 percent of the voting stock. The parent company’s liabilities are limited and its assets always remain protected. The subsidiary can have their own corporate bank accounts, operating capital and they can own assets.

Picking the right business entity will not only allow an entrepreneur to reduce liability exposure minimize taxes, it also ensures that the business can be financed and run efficiently. In other words, the right business structure offers the right mechanism to business owners about how the business operations will continue and it clarifies the ownership of all participants in the venture. If you are unsure which business structure suits your business idea, contact us today – we can help you to sort out the right business entity in Singapore!

Singapore attracts plenty of foreign investors each year who are ready and eager to establish a base of business in this thriving business hub. It is very important for these investors to understand and know the corporate compliance regulations and requirements in Singapore during both the pre-incorporation and post-incorporate process of setting up a business.

 

All Singapore companies investors must comply with the requirements in each of the following areas listed below within the stipulated timeline as follows:

No.	Description	Timeline
1	Appointment of First Company Secretary	within six months from the date of incorporation
2	Appointment of Auditor	within three months of the date of incorporation unless it is exempted from audit requirements
3	Change of Company’s and Officers’ Particulars	within 14 days from the date of change
4	Stamping of transfer share agreement	Within 14 days after signing the document
5	Financial Year End	Companies incorporated before 31 August 2018 will have their financial year end (“FYE”) deemed by law to be the anniversary of the date previously notified to the Registrar as their FYE date. In the absence of such notification before 31 August 2018, the anniversary of the date of incorporation will be deemed by law to be their FYE. Companies can change their FYE by notifying ACRA before or after 31 August 2018. Company is incorporated on or after 31 August 2018 must notify the Registrar of its FYE upon incorporation
6	Lodging of Annual Return with ACRA	For Companies with financial year end (“FYE”) ending before 31 Aug 2018, within 30 days from the AGM date. For Companies with FYE ending on or after 31 Aug 2018, within 7 months after FYE
7	Hold the first annual general meeting (AGM)	For Companies with FYE ending before 31 Aug 2018, within 18 months from the date of incorporation or 6 months from FYE date, whichever earlier. For Companies with FYE ending on or after 31 Aug 2018, within 6 months from FYE
8	Hold subsequent annual general meeting (AGM)	For Companies FYE ending before 31 Aug 2018, within 6 months from its FYE or within 15 months from the last AGM, whichever earlier and once in every calendar year. For Companies with FYE ending on or after 31 Aug 2018, within 6 months from FYE.
9	Preparation of Financial Statements * A company qualifies for audit exemption if it is a private company and meets at least 2 of 3 following criteria for immediate past two consecutive financial years: • Total Annual Revenue of the company is less than $10 million • The number of employees in that company is less than 50 • The Total Assets of the business are not amounting to more than $10 million ** A dormant company is exempt from preparation of financial statement	must not be more than six months old from the date of the AGM
10	Filing Financial Statements in XBRL format with ACRA * Required if a company has a corporate shareholder and is active for the financial period or if a company is insolvent	Submit together with Annual Return to ACRA
11	Estimated Chargeable Income (ECI) submission to IRAS	Within 3 months from its financial year end date
12	Form C or Form C-S submission to IRAS	30 November in the year following the financial year
13	Goods and Services Tax (GST) Registration Compulsory registration is required when • Past 12 months of taxable turnover exceeded $1 million • Expect your taxable turnover in the next 12 months to be more than $1 million Voluntary Registration is allowable but must remain registered for at least 2 years.	Within 30 days
14	Registration with Singapore Central Provident Fund	When you hire the first employee

 

On-Going Compliance: When a company is incorporated in Singapore, the company is obligated to comply with the statutory requirements which have been stipulated in the Singapore Companies Act. Companies will be required to adhere to the annual filing requirements set forth by ACRA and the IRAS.

IRAS Tax Compliance: As part of the statutory compliance, all companies which are legally registered in Singapore will be required to submit an ECI along with Form C as part of their annual tax returns to IRAS. An ECI is an estimate of the company’s chargeable income for the Year of Assessment.

ACRA Compliance: ACRA compliance is a requirement for companies, limited liability partnerships and foreign companies. These companies are required to maintain beneficial ownership information in the form of a Register of Registrable Controllers. This information must be available to the public agencies upon request.

Dormant Company Filing Requirement: A dormant company is one that does not have any revenue or income coming in during the given financial period, and this company will be considered dormant by IRAS. Companies need to note that there is some difference between what IRAS and ACRA define as dormant, and a company which is considered dormant by IRAS may be considered active by ACRA.

Singapore Financial Reporting Standards: Companies would need to comply with the financial reporting standards so they will be able to enjoy public confidence while setting up an accounting standards process which is based on a strong and reliable foundation.

CorpPass Registration and Third Party Authorisation: CorpPass is utilised by businesses and other entities such as associations or non-profit organisations as a digital business identity. This identity helps them complete transactions with Government agencies which are done online. CorpPass is a requirement for all local entities who bear a Unique Entity Number (UEN) and any foreign company who wants to access the Government-to-Business digital services in Singapore.

Data Protection Obligations of the PDPA: Singapore takes its data security and privacy protection very seriously, and as such, organisations are required to comply with the entire Personal Data Protection Act 2012. Every organisation is responsible for personal data which is under their control.

Audit Exemption for Singapore Small Companies Concept: Under this concept, companies which qualify as small companies will be able to reduce their regulatory costs since they would have fewer audit requirements to comply with. However, they will still be required to provide unaudited reports for assessment.

Company Secretary and Its Role and Responsibility in Singapore: It is mandated by the Singapore Company Law that a Company Secretary must be appointed in every company as the compliance officer for that said company.

AGM and Annual Return for a Singapore Private Limited Company: Singapore private limited companies are mandated to remain compliant with the ACRA requirements. Having an AGM is part of these requirements, among other things.

Determining the Financial Year End: Each company in Singapore has to determine its own Financial Year End (FYE). The FYE is the completion of an accounting period. A company’s financial year-end does not necessarily need to fall on 31 December and can actually fall on any day within the year.

A Guide on Register of Registrable Controllers: From 31 March 2017, companies, foreign companies and limited liability partnerships in Singapore are required to maintain a register of registrable controllers unless otherwise exempted.

Guide on Register of Nominee Directors: The Companies Act in Singapore was amended to introduce the register of nominee directors of companies, an amendment which came into effect 31 March 2017.

A Guide to Share Certificates: Share certificates in Singapore are issued by the Company Secretary. Each certificate contains a unique, distinguishing number which is recorded in the registrar or members.

Feel free to call us today for any clarifications you need regarding the corporate compliance requirement.