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There is no offshore legislation in Singapore. All private limited companies are incorporated under
the same legislation - Singapore Companies Act, Chapter 50, whether they are doing business
locally or offshore.
LEGAL FORM
A private limited company is incorporated under the Singapore Companies Act, Chapter 50 and
registered with Accounting & Corporate Regulatory Authority (ACRA). A Singapore Company is a
separate legal entity from its owners and as such the owners of the company are generally not liable
for the debts of the company.
The most common type of company to be incorporated in Singapore is the private company limited
by shares, commonly known as a private limited company. Shareholders liability, in most cases, is
limited to the amount they paid for.
COMPANY NAME
Singapore private limited companies must use the suffix Pte. Ltd or Ltd. to denote limited liability.
Names which suggest any connection to the UK head of state are generally prohibited and certain
words which suggest specialist activity can only be used when the appropriate licenses have been
obtained e.g. bank, financial institution, insurance, fund management, university, Chamber of
Commerce and other similar names. Name resembling names of existing companies or which are
undesirable or politically sensitive will be rejected.
SHAREHOLDERS
With effect from 1 April 2004, there must be at least 1 shareholder who can either be an individual of
any nationality or a corporate body. Details of the shareholders must be filed and appear on the
public file, but anonymity can be preserved by the use of nominee shareholders. Shares must be
expressed in a fixed amount. Bearer Shares or No Par Value shares are not permitted.
SHARE CAPITAL
There is no specific minimum capital requirement. The recommended authorized share capital is S$
1,000. The minimum issued capital is one share of par value.
DIRECTORS
With effect from 1 April 2004, Singapore private limited company is allowed to have minimum one
director who must be ordinarily resident in Singapore i.e. a Singapore Citizen, a Singapore
Permanent Resident or a person who has been issued an Employment Pass/Approval-In-Principle
letter/Dependants Pass. It is usual practice to have more than one director in the company, where
foreign directors can be also appointed. Details of the directors appear on the public file, but
anonymity can be preserved by the use of nominee directors. The director and the company
secretary cannot be the same person. Corporate directors are not permitted.
MEETINGS
Company meetings need not be held in Singapore. A new company must hold its first Annual
General Meeting (AGM) within 18 months. Thereafter, the company must hold its subsequent AGM
in every calendar year, and not more than 15 months from the last AGM.
INCORPORATION TIME
3 7 working days.
TAXATION
Singapore registered companies enjoy very attractive tax exemptions and incentives. Your company
pays less than 9% for the first S$300,000 annual profits and 17% flat after that for Year Assessment
2010-2012 on income sourced in Singapore. There are no capital gains or dividend taxes on
Singapore companies. Excellent tax benefits and business reputation of Singapore are the key
reasons why entrepreneurs from around the world prefer to form a company in Singapore.
To support entrepreneurship and to help Singapore local enterprises grow, a newly incorporated
company that satisfies the qualifying conditions can claim for full tax exemption on the first $100,000
of normal chargeable income (excluding Singapore franked dividends) for each of its first three
consecutive Year Assessments.
A further 50% exemption is given on the next $200,000 of the normal chargeable income (excluding
Singapore franked dividends) for each of the first three consecutive Year Assessments.
To qualify for the tax exemption for new start-up companies, your company must:
ANNUAL RETURNS
In order to prepare these, book keeping and preparation of unaudited accounts or audited accounts
is required. The deadlines for these documents for the first financial year are based on the date of
the companys incorporation. For the next years the dates are fixed.
C-FORM
C-Form is the Corporate Tax Form requested by Inland Revenue of Singapore. This is submitted on
a yearly basis in November.
Authorized Signatories:
SHIPPING COST
Shipping of corporate documents or banking kits to your destination requires an extra charge and
will be automatically added to the invoice during checkout. Shipping costs for international courier
services are set automatically and can vary from USD 75 to USD 95. The fees depend on the
jurisdiction of your ordered company, the country where the bank is based as well as your
destination country.
Appointments/resignations of officers
Company seal is kept safely and its proper use as spelt in the company
Memorandum & Articles of Associations
ACRAFile will inform you two months before due date on filing Annual
Returns.