- The name identical to another existing Company Name
- The name is undesirable
- The name is similar to established Names or Trademarks such as Coca Cola
2. Shareholders – A person or a corporate entity can become a Shareholder by either subscribing to or purchase of the company’s shares. Details of shareholders will appear on public records. The following points to consider when appointing a shareholder:
- A minimum of 1 and maximum of 50 shareholders
- A director and shareholder can be the same person
- 100% local or foreign shareholding is allowed
- Issuance or transfer of shares to another person or corporate entity can be done once the company has been incorporated
3. Directors – There is no limit on the number of directors (local and/or foreign) for the Singapore Company. The following are requirements for the incorporation process:
- A minimum of one director who is ‘ordinarily’ resident (Singapore Citizen, Singapore Permanent Resident or is holding Employment Pass/EntrePass or Dependent’s Pass) in Singapore is mandatory
- He/She must be at least 18 years of age and who are otherwise of full legal capacity
- He/She is not an undischarged bankrupt (unless granted permission from High Court or Official Assignee)
- He/She is not under disqualification orders made by the court
- He/She must not be convicted for any criminal malpractice
4. Company Secretary – All Singapore Companies must appoint a Company Secretary who will be responsible to ensure corporate regulatory compliance. The Singapore Companies Act requires companies to appoint a company secretary within 6 months of incorporation. The company secretary must be a resident in Singapore.
5. Share Capital/Paid-up Capital
- Minimum share capital for registration of a Singapore company is S$1
- Share or Paid-up Capital can be increased anytime after incorporation of the company
6. Registered Office Address – Companies must have a registered office to which all official letters and documentation from ACRA, IRAS and other government departments will be sent to this address, which will meet the following conditions:
- It must be a local Singapore address
- It must be a physical residential or commercial address and cannot be a P.O. Box
7. Taxation – Singapore registered companies enjoy very attractive tax exemptions and incentives such as:
- 6% for the first S$300,000 Annual Profits within the first three years
- No capital gains or dividend taxes on Singapore companies
8. Opening of a Corporate Bank Account in Singapore – Once the Company has been successfully incorporated, you may open a corporate bank account with any local or international banks based in Singapore. Most of the banks in Singapore require physical presence of the account signatories and company directors during the procedure. You may consider the following:
- If you’re unable to visit Singapore, choose a bank that allows the opening of the corporate bank accounts without the physical presence
- If you are able to visit Singapore, choose a bank which will be able to grant your company banking facilities.
POST REGISTRATION COMPLIANCE
- Licenses & Permit – Subject to your company’s business activities, you may be required to obtain necessary approvals, licenses or permits prior to commencing business operations. Example of businesses that require license(s) included restaurants, private educational institutions, travel agencies, liquor distributors, moneylenders, financial advisors and import/export of goods, etc.
- Registration Number – Business registration number issued by ACRA must be on all letterheads, billings, invoices and or any other documents used for official business communications.
- Custom Registration – If your business activities involved import/export of good in/out of Singapore, you are required to register your Company with Singapore Customs and obtain a CR number also known as Custom Registration. This is mandatory for Singapore companies or organizations engaged in trading activities.
- Singapore Goods & Service Tax Registration (GST) – It is mandatory to register for GST, if the estimated revenue of your Company exceed S$1 million for the year. Goods exported from Singapore are exempted from GST. You must register for GST within 30 days from the time it is deem liable.
ONGOING STATUTORY COMPLIANCE CONSIDERATIONS
Once your Singapore Company is successfully incorporated, the Companies Act requires you to comply with the statutory requirements such as annual returns to Accounting and Corporate Regulatory Authority (ACRA) and financial statements to Inland Revenue Authority of Singapore (IRAS).