Company Incorporation
Singapore

Incorporation & Annual Maintenance Fees:

Service	Approx. Fee
Incorporation Fee	€2,550
*Local Directors Deposit (one of payment)	€1,200
Annual Company Renewal Fee	€1,600

*The Local Directors Deposit is a refundable security deposit for the provision of our Local Director Service which is obligatory. The security deposit is collected to safeguard the interests of the local director. You can request the local director to resign at any time and we will refund the deposit once the change has been made with the Company Register.

Service	Approx. Fee
Bookkeeping Service	€500
Audit	€1,500

The above figures are based on a company with an annual turnover of €500,000 and 50 transactions per year. Please note that the above figures are only approximate.

We obtain several different quotations for audit to ensure we provide the most cost-efficient option to our clients. We always obtain client approval of fees prior to commencement of audit.

If the client has no special reason to use Singapore, she may like to consider a jurisdiction with lower compliance requirements like Hong Kong

 

Introduction:

Singapore is a city state located at the southern tip of the Malaysian Peninsular with a population of approximately 4.8 million. It is known as one of the four ‘Asian Tigers’ and is the major centre for business and trade within the region.
The official business language in Singapore is English and the work force is well educated and hard working with a high level of expertise. Singapore is one of the leading international financial centers in the region with most of the major banks present along with numerous financial institutions, investment management companies and accounting and legal firms.
In 2006 a study by KPMG rated Singapore as one of the most competitive business locations amongst industrialized countries in the world. The World Bank’s ‘Doing Business 2010’ study has also recently concluded that Singapore is the best country in which to run a business. Incorporating a company in Singapore can provide a tax efficient corporate structure in order to conduct international business. The following information provides an overview of the process of incorporation, company administration and taxation and accounting requirements.

Process of Incorporation:

The majority of Singapore Company Incorporations are formed as private limited liability companies (commonly known as a limited liability company). A limited liability company is a separate legal entity in its own right therefore shareholders are not liable for the company's debts beyond the amount of share capital they have put into the company. The name of a limited liability private company has to include the following abbreviation – Pte Ltd.

1. Registration of a Singapore Limited Liability Company (Pte Ltd):

The registration of a Singapore Limited Liability Company can be completed relatively quickly as the process is fully computerized.

2. Documents required for Singapore Company Registration:

The following documentation is required:

• Company Name (approval is normally given within 2 working days)

• Summary of Business Activities

• Details of Directors

• Details of Shareholders

• Registered Address

• Details of Company Secretary

The following documents are required in order to fulfill our Know Your Client (KYC) obligations:

• Copy of Passport

• Residential Address Proof (in the form of a utility bill, bank statement etc not older than 3 months)

If the Shareholder is a Corporate Entity we also require a copy of the company registration documents. If any of the above documents are not in English they are required to be translated.

3. Summary of the Incorporation process:

The client e-mails the completed Incorporation Form, Declaration of Beneficial Ownership Form and required KYC documentation.

• Company name approval received (takes approximately 2 working days)

• Company Incorporation documents are sent to the client for signing

• The client signs the documents and couriers them back

• Upon receipt of the original documents the company will be fully incorporated. All post incorporation formalities will be completed.

• Scanned copies of the incorporation documents will be sent to the clients and the original company documents and company stamp are couriered to the client.

4. Timescale for Incorporation:

It takes approximately 5 working days to complete the registration process for a Singapore Company. The following process of legalization can take up to 7 working days. Once this has been completed the original documents are sent by courier.

5. We can provide the following post incorporation services:

• Bookkeeping & Accounting Services

• Annual Return & Filing Services

Company Administration Guidelines:

All private limited companies must comply with the statutory regulations set out by ACRA (Accounting and Corporate Regulatory Authority) and the IRAS (Inland Revenue Authority of Singapore)
 

• Authorized and Issued Share Capital – The concept of authorized share capital was abolished in

January 2006. The minimum number of issued shares is 1.

• Classes of shares permitted – Ordinary shares & preference shares

• Directors – A minimum of one director is required however at least one must be a Singapore resident individual. To fulfill this requirement we can provide a Singapore resident individual.

• Shareholders – A minimum of one shareholder is required. Shareholders may be corporate or individuals and 100% foreign ownership is permitted.

• Secretary – It is obligatory to have a secretary. This must be a natural person who is a resident of Singapore. The company secretary is responsible for keeping and filing corporate documents with ACRA.

• Registered Office – Every company in Singapore is required to have a registered general office where a register of directors, shareholders, secretary and minutes of general and director meetings are kept.

• Confidentiality – details of the directors, shareholders and company secretary are placed on public record however it is permitted to use nominees to maintain confidentiality.

Key Advantages to utilizing Singapore with regards to International Tax Planning:

• Low personal tax rates, no capital gains tax and low inheritance tax:

One of Singapore's unique advantages is its low effective personal and corporate tax rates. Personal income tax has a tier system that starts from just 3.5% and goes up to 20% for income above SG$ 320,000.

• The Corporate Tax rate for Singapore private limited companies with profits up to SG$ 300,000 is 8.5% (subject to IRAS approval) and is capped at 17% for profits above SG$ 300,000.

First 3 years of Income Tax Filing:

Taxable Income (S$)	Tax Rate
0 - 100,000	0%
100,001 - 300,000	8.5%
300,001 - 2,000,000	17%

After the First 3 years of Income Tax Filing:

Taxable Income (S$)	Tax Rate
0 - 300,000	8.5%
300,001 - 2,000,000	17%

The government has introduced industry-specific tax incentives to encourage foreign investment and growth of targeted industries in Singapore. IT and Financial companies for example enjoy a preferential corporate rate of just 10%.

• No restriction on the free entry and repatriation of funds.

• Any income which is not Singapore source income and has been remitted into Singapore by a non-Singapore company is exempt from Singapore taxation.

• Companies with a turnover of less than S$5 million are not required to undergo audit and accounts can be filed without audit. If however the company has individual rather than corporate shareholders an audit is required, see below for approximate costs.

• Singapore has over 60 comprehensive Double Taxation Agreements signed.

• Singapore is the major centre for business and trade within the region and has a highly regarded international reputation. Singapore is on the OECD White List, this identifies Singapore as a transparent offshore jurisdiction.

Bank Account in Singapore:

Singapore has an excellent choice of international and reputable local banks from which to choose. Most banks offer multi-currency accounts, internet banking and freedom to move funds in and out of Singapore for legitimate business purposes. The bank account can only be opened once the company has been incorporated however you are not required to be present in order to open a bank account in Singapore, we can open the account on your behalf.

The following documents are required in order to open a bank account in Singapore:

• Certified Copy of Passport

• Proof of Residential Address in the form of a utility bill. This is needed for Directors, Signatories and Beneficial Owners.

• Board of Directors Resolution sanctioning the opening of the account and the signatories to the account (most banks will provide their own form to complete and sign)

• Certified True Copy of Certificate of Incorporation

• Certified True Copy of Company’s Business Proposal from the Company Registrar

• Certified True Copy of Company’s Memorandum and Articles of Association (MAA)

The banks may require additional documents on a case by case basis. We will advise you once the process is underway.

As mentioned previously, when you incorporate an offshore company in Singapore you can open a bank account without being present. Please note however that documents need to be signed in a Singapore Consulate. You will need to visit the Singapore Consulate in the country of your residence in order to get the documents signed. This will expedite matters and ensure the bank account is opened efficiently and quickly.

Please note that the above is only a guide to the process of opening a Singapore bank accounts. Banks work in a highly competitive environment and periodically make adjustments in order to remain competitive therefore once we have established your requirements and provided options to meet your needs the exact account features will then be confirmed.
 

Fee Schedule – Singapore (€)

Service	Year 1	Year 2	Additional Services	Comments
Registration	€2,550	€1,600
Certificate of Incorporation from ACRA	Included
Memorandum & Articles of Association, photocopy	Included
Company profile from ACRA	Included
First Directors’ Minutes (FDM)	Included
Share Certificate	Included
Common seal	Included
2. Registered office and Secretary Fee (obligatory)	Included	Included
Nominee Director
Singaporean local director (obligatory)	Included	Included
Local Director deposit	€1,200			Obligatory one off payment - Refundable
Power of Attorney to sign up	€150	€125
Cypriot Individual	€225	€225
Nominee Shareholder
Belize Company	€90	€90
Cypriot Individual	€180	€180	€35	Signing documents
Bank Account
Cyprus Banks (Legalization fees not included)			€180	Bank of Cyprus, Laiki Bank, Hellenic Bank (+€50 for additional account)
Singapore			€550	OCBC
Additional Services
Additional Company Profile (from ACRA)			€50
Certificate of Incorporation (from ACRA)			€45
Memorandum & Articles of Association			€35
Company Name Change			€130
Change of Registered Office			€40

 

Service	Year 1	Year 2	Additional Services	Comments
Appointment/Resignation of Company’s Secretary			€55
Change particulars of Secretary			€40
Appointment/Resignation of Company Director			€55	Additional charge of S$50 if more than 1 director
Change particulars of Directors			€40
Increase of Paid-Up Capital			€60
Transfer of Shares			€90
Alteration of Memo of Association			€85
Annual Return/AGM			€35
Apply for extension of AGM filing (1-3m)			€60-€130
Certification by Notary			€70
Certification by Notary, SAL and MFA			€175
Full Legalization Process			€250
Accounting/Audit
Set up in our system	€225			Set up fee in the 1st year
Annual fixed fee		€135		Starting with 2nd year
Transactions			€3	Per transaction
Audit			€425	For dormant company
Change of Company Auditors			€80