Singapore Company Incorporation

Singapore Company Incorporation for Non-Singapore Residents

Singapore Company Incorporation Foreigners (Non Residents) A company is a business entity incorporated or registered under the Singapore Companies Act. The regulatory authority for companies and businesses in Singapore is ACRA (Accounting and Corporate Regulatory Authority) formerly known as RCB (Registrar of Companies and Businesses). There are currently attractive tax exemption schemes for new startup companies. We can register your Singapore Company within a day in most cases unless your business name and business activity requires approval from other relevant authorities. How to set up a Company in Singapore by non resident foreign entrepreneurs?

It is fairly simple and fast for us to help you register a Singapore Company as well as other Business entities. There are only a few requirements that you must meet for the setting up of your Singapore Company. WBA can make the registration process simple and seamless.

 

Registration of Company in Singapore

Requirements for Setting up Singapore Company

  • 100% shares can be held by foreign corporate, local corporate or individual shareholder
  • Minimum initial paid-up share capital is S$ 1.00
  • Minimum 1 Shareholder + 1 Director + 1 Company Secretary
  • Sole Shareholder can also act as Sole Director
  • Sole Director CANNOT also act as Company Secretary
  • Company Secretary – Must be Singapore Resident (we can be the named company secretary)
  • At least one Director must be a resident of Singapore, i.e. Singapore Citizen, Singapore Permanent Resident (PR), Employment Pass (EP), Entrepass or Approval In-Principle Employment Pass (AIP EP) (We can provide a nominee to act as your company`s local Director, if required)
  • Directors must be a natural person of “full age” and capacity (must be 18 years old and above with effect from 1 March 2009)
  • Directors cannot be an undischarged bankrupt or convicted of any offence involving fraud or dishonesty whether in Singapore or elsewhere.
  • A Singapore Private Limited Company as well as all other business entities must have a Singapore Registered Office Address – P.O. Box address is NOT allowed (we can provide you the address; which is in Singapore`s Central Business District)

WBA can incorporate your Singapore company within a day if required (on condition that all requirements are met, all information and documents are provided and no delay in signing and returning of forms and documents and no delay in ACRA`s approval on company name application and reservation).

Information and Documents Required

  1. Certified copy of Passport and/or Identity Card/Driver`s Licence of ALL Shareholders and Directors (if Shareholder is a company, please provide certified copy of Certificate of Incorporation and official company profile extracted from the Companies Registrar and a company resolution or Power of Attorney to appoint a representative for signing of the company incorporation documents)
  2. Proof of address of ALL Directors and Shareholders (i.e. latest Utility bill, phone bill, credit card bill)
  3. Desired Company Name
  4. Percentage of shares of each shareholder if it is not to be equally held.
  5. Nature of Business (Maximum 2 types of activities)
  6. Registered Office Address (Not required if you are using our Address as your Registered Office). P.O. Box address is not allowed. Use of residential address as your registered office requires prior approval from HDB or URA depending on your residence type.
  7. For Documents signed outside of Singapore, Notary Public is required.
  8. Documents in other languages must be translated to English by certified translator.

How long does it take to Incorporate a Singapore Company?

It generally takes about 1-2 days for the registration of your company including opening of bank account.

 

Company Registration Procedures

The work flow & procedure is as follows: ( Blue = YOU & Green = WBA )

  1. Select a Company Incorporation Package and make partial payment
  2. Provide required information and documents
  3. Preparation of company incorporation documents upon receiving complete information and documents and partial payment
  4. Signing of documents (if signed outside of Singapore, Notary Public required)
  5. Reservation of proposed company name upon receiving original signed documents and balance payment
  6. Incorporate your Singapore company
  7. Collect Constitution
  8. Open corporate bank account

 

Opening Corporate Bank Account

In general, most Singapore banks have the following requirements for opening a corporate bank account for Singapore companies.

Documents Required for Opening of a Corporate Bank Account

  • Corporate Account Opening Forms provided by the respective banks (to be signed by authorized signatories as per the board resolution)
  • Board of Directors Resolution for the opening of the account and the authorised signatories for the account (most of the banks have their own format – and you just need to sign it)
  • Company`s Business Profile from the ACRA (Singapore`s Registrar of Companies)
  • Company`s Constitution
  • Copies of Passport and/or Identity Card (If you are in Singapore, just bring the originals and the bank will make a copy)
  • Proof of Residential Address of Directors (i.e. latest Utility bill, phone bill, credit card bill)
  • Documents is other languages must be translated to English by certified translator.

The banks may require additional documents on a case by case basis.

Document Signing Requirements

Most banks will require the authorized signatories and majority of the directors to be physically present in Singapore for the signing of forms and documents for the opening of the corporate bank account. However, some banks will accept the signing of these forms and documents at one of their overseas branches or in front of a Notary Public.

 

Foreign Entrepreneurs setting up their Singapore Company

Apply for Work Pass OR use a Nominee Director

Set up Singapore Company using Nominee Director Service

If you DO NOT wish or need to stay in Singapore to manage your business:

You will need a resident local Director (it is a statutory requirement for all Singapore Company to have at least ONE resident local Director).

If you are NOT a Singapore Permanent Resident or holding any valid work pass (such as EntrePass, Employment Pass) or Dependent Pass, you will not qualify to act as a resident local Director and therefore if you do not have your own resident local Director, we can provide a nominee to act as your resident local Director.

You are allowed to incorporate a company and own 100% of your company and there is no limit to number of companies you can incorporate and own.

Set up Singapore Company through Work Pass

If you Wish or need to stay in Singapore to manage your business:

You will need to apply for an EntrePass or Employment Pass (EntrePass is a type of Work Pass which allow foreign entrepreneurs to set up their companies in Singapore and reside in Singapore), both EntrePass and Employment Pass holders can apply for Dependent Pass for their immediate family to stay in Singapore.

 

Comparison: EntrePass vs Employment Pass

EntrePass

  • EntrePass does not require you to incorporate your Singapore company prior to submitting your EntrePass application (unless you opt to do so which in that case you will require a resident Director until your EntrePass is approved)
  • Approval largely depends on Nature of Business, Amount of Capital Investment, Nationality of Applicant, Potential Contribution to Singapore Job Creation and Economy and Past Work Experience
  • Estimated processing time of 6 weeks or more

ENTREPASS Application Details

Employment Pass (EP)

  • Employment Pass application requires you to incorporate your Singapore company first before you can apply for your Employment Pass under the name of your incorporated Singapore company
  • It generally requires a company to be active and at least 6 months old (meaning the company should be registered 6 months before submitting the EP application)
  • Approval mainly depends on declared fix income (more than S$3600), Position/Designation, Educational Qualification, Skills and Past Work Experience
  • Estimated processing time of 7 days by online submission (Note that for online submission you need to apply for an EP Online account with Singapore Ministry of Manpower and this application requires about 10 working days).
  • Generally Employment Pass has Higher Approval rate as compared to EntrePass

EMPLOYMENT PASS (EP) Application Details

To incorporate your company prior to securing an Employment Pass, you will need to appoint a resident local director as you are not qualified to act as a resident local director at the time of incorporation. We can provide a Nominee Director to satisfy this statutory requirement if you do not have your own.

 

Why choose Singapore

Apart from political stability, excellent business infrastructure and environment, Singapore is also a vibrant city and fast becoming an education hub with numerous recognised and reputable universities and institutions providing an academically friendly environment and ensure academic advancement of the next generation.

 

About Singapore Company

Features of a Company

  • Easy to incorporate but not easy to close
  • Owned by shareholders, managed by directors
  • It is a legal entity. It can own property and it can sue or be sued in its` own name.
  • Limited liability
  • Perpetual succession

Advantages of a Private Limited Company

  • Singapore Private Limited Companies enjoy 100% Tax Exemption on the first S$100,000.00 profit (Net Chargeable Income) for 3 consecutive years from date of incorporation. Read more on Company Tax Exemption Scheme for new start-ups and Singapore Corporate Tax
  • NO taxes on capital gains.
  • Dividends paid to shareholders are tax exempt
  • No exchange controls or restrictions on repatriation of profits
  • Personal assets are NOT at Risks with your business ventures
  • Exempt private companies (EPC) – companies with less than 20 individual shareholders and with no corporate shareholder – do not need to audit their accounts if revenue for the financial year is less than S$5 million. However, professional firms filing on behalf of EPC may still require the hard copy exempt certificates from directors as evidence of compliance and to keep for record purposes, even though ACRA has removed the need to attach these certificates in the annual return.
  • It is a spring board for entrepreneurs and companies whom wishes to expand their business into southeast asia and for businesses who want to ride on the Singapore brand name.

Disadvantages of a Private Limited Company

  • There are more formalities and procedures to comply with; such as there are specific rules for appointment of directors, annual general meetings and shareholders resolutions.

Compliance Matters

  • First Annual General Meeting (AGM) to be held within 18 months from date of incorporation.
  • Subsequent AGMs to be held once every calendar year but not later than 15 months from the date of the last AGM.
  • Annual Return to be filed with ACRA within 1 month from date of AGM
  • Accounts to be filed not later than 6 months from date of AGM
  • Form C must be filed with IRAS (Inland Revenue Authority of Singapore) by November each year.
  • ECI (Estimated Chargeable Income) must be filed with IRAS within 3 months after financial year end.

Audit Exemption:

1. Criteria for existing companies incorporated on or before 30 June 2015

    • All shareholders must be individuals
    • Total annual revenue of not more than S$5 million
    • Total number of shareholders must be less than 20

2. Criteria for new companies incorporated on or after 01 July 2015

    - It has to meet at least 2 out of 3 of the following criteria:
      • Total annual revenue of not more than S$10 million
      • Total gross assets as at the end of the financial reporting period not more than S$10 million
      • Total number of employees as at the end of financial year of not more than 50

Note : All existing companies, regardless of corporate or individual shareholders, incorporated on or before 30 June 2015, can qualify for audit exemption if it meets at least 2 of the 3 criteria for their financial year commencing on 01 July 2015 onwards.

Various Types of Companies:

  • Private Company Limited by Shares – Must not have more than 50 shareholders. Shareholders can be natural persons and/or companies. Private company with more than 50 shareholders must be converted to a public company limited by shares.
  • Exempt Private Company – Must not have more than 20 shareholders. None of the shareholders is a company.
  • Public Company Limited by Shares – Company with more than 50 shareholders.
  • Public Company Limited by Guarantee – Companies limited by guarantee are usually set up by non-profit, religious and charitable organisation. Non-profit making activities with some basis of national or public interest. There is no share capital. When the company is wound up, each member pays a nominal fee that could be as little as S$1.

Other Types of Business Entity in Singapore: