subject: Singapore Company Incorporation: The General Details [print this page] There is a need for serious planning and consideration when moving any complex organization to a different country. There are a multitude of variables to consider from tax rates to legal status. Singapore has become of the most welcoming country in terms of supporting business and entrepreneurship due to its low tax rates and ease of setting up a business and becoming incorporated. The following is a quick factsheet on things to consider when thinking about transferring an existing business or a newly incorporated Singapore business to the global business hub in Southeast Asia.
The law that governs how companies are incorporated is the Singapore Companies Act, Chapter 50. It must also be registered with the ACRA or Accounting and Corporate Regulatory Authority. In most cases, the investors and shareholders of a company could not be held liable in case a company does not become financially successful, because a company has a personality separate and distinct from its owners. They could only be held liable for the initial investment by the shareholders in private limited companies.
In setting up a private limited company under the Singapore Incorporation regulations, the business should use the "Pte. Ltd." Or "Ltd." which recognizes limited liability. It is not allowed to use a name that connects a business to another sovereign nation. It is only allowed to use specialist words denoting regulated activities such as bank, finance, insurance, university and others when the necessary accreditation has been proven satisfactory by the relevant monitoring agency. It is not permitted that offensive names or those that plagiarize too closely on existing bands be used.
An application must first be made to the Registrar of Companies before your business could pass the Singapore Incorporation procedures. You must also supply the Registrar your company's Memorandum and Articles of Association. A Memorandum should strictly set out the specific details of the company's operations while the Articles states the government and management structure within the company.
At least one shareholder shall be recorded on file and shall be made public. Some degree of anonymity may, however, be afforded a nominee shareholder.
Though there is no minimum requirement for share capital, it is recommended that there should be at least $1000 invested. It is advised that at least $1000 be invested, although there is no minimum requirement for a share capital. This is the rule which has been effective since April 1, 2004.
The director needs to be a resident of Singapore, which can either be a Singapore national or an individual with the relevant visa or employment permit. The Director must be on public file also, but the individual can be anonymous just like a shareholder nominee. One restriction on a Director is that he cannot be made the company secretary at the same time.
It is advised that a business must maintain a registered office and a secretary in the country in order for it to maintain a tax status for Singapore Incorporation. This should be included with information given to the Registrar.
AGMs: It is not necessary that all meetings be held in the country. It is necessary, however, that a new company that has Singapore Incorporation must have an in country AGM within the first 18 months of being set up. It must be remembered that AGMs are to be held yearly and must not exceed 15 months from the previous AGM.
