subject: Singapore Company Incorporation Facts [print this page] Moving any complex organization to a different country takes serious consideration and planning. There is a great number of variables to consider like tax rates and legal status. In terms of supporting business and entrepreneurship, Singapore has become one of the most welcoming countries because of its low tax rates and the ease of setting up and incorporating a business. 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 Singapore Companies Act, Chapter 50, governs the rules on how companies are incorporated. It should also be registered with the Accounting and Corporate Regulatory Authority (ACRA). The company is separate from its owners, thus investors and shareholders in most cases are not liable if the company is not financially successful. 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 regulations of Singapore Incorporation, it is a must that the business should use "Pte. Ltd." Or "Ltd." which recognizes limited liability. A name that connects a business to another sovereign nation is not allowed. Specialist words denoting regulated activities such as bank, finance, insurance, university and others could not be used unless the relevant monitoring agency has conducted the necessary accreditation and it has shown satisfactory results. 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. The Memorandum and Articles of Association also must be supplied to the Registrar. The Memorandum explicitly sets out the details of the company's operations while the Articles supplies the governance and management structure of the company.
The name of at least one shareholder shall be included on file and must 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 in effect since April 1, 2004.
The Director is required to be a resident of Singapore, either he is A Singapore national or an individual with relevant visa or employment permit. It is a must that the Director is on public file, but the individual could remain anonymous with the same mechanism as a shareholder nominee. The only restriction on the director is that they also cannot be the company secretary.
In order to maintain a tax status for Singapore Incorporation, it is required that the business must maintain a registered office and secretary in the country. 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. AGMs should be held per annum and not exceed more than 15 months from the last AGM.
