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infobank>offshore company formation>singapore company registration

Singapore Private Company

General Information

The Republic of Singapore is a British Commonwealth country located at the tip of the Malaysian peninsula and occupying an area of 622 square kilometres. Singapore gained independence from Britain in 1965 but because of its close connection to the Crown the business language is English and the English common law system applies. Local currency is the Singapore Dollar and there is an excellent professional infrastructure with good legal services.

Most of the large accountancy firms have offices in Singapore as do most of the major international banks. Communications are excellent with state of the art telecommunications equipment and an airport which serves as a regional hub for over 100 destinations.

Features of Singapore Ccompany

A Singapore incorporated company may be deemed resident or non-resident depending on its place of central management and control. Thus, in simple terms, a Singapore company which has a majority of its directors resident in Singapore will be deemed resident and those which have a majority of directors resident outside Singapore would normally be deemed non-resident. The place of central control and management is the only practical difference between a resident and non-resident Singapore company.

All Singapore companies have the following characteristics:

The current rate of corporation tax is 26%. A Singapore resident company is only taxed on Singapore source income and foreign income which is remitted to Singapore. A non-resident Singapore company would pay tax only on Singapore source income. Please note that for the company to gain the benefit of the double taxation treaties signed by Singapore it is likely that the company would have to be resident. Treaties have presently been concluded with Australia, Bangladesh, Belgium, Canada, China, Denmark, Finland, France, Germany, India, Indonesia, Israel, Italy, Japan, Korea, Malaysia, The Netherlands, New Zealand, Norway, Philippines, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, United Kingdom.

Share Capital
The usual authorised share capital is SGD100,000. Share capital may be denominated in Singapore dollars or other currencies. Separate classes of shares may be created with differing rights to dividends or otherwise. A minimum of two subscribers is required to establish a company. A subscriber can be a company or an individual. After incorporation the company may have a minimum of either two individual shareholders or one corporate shareholder. Shareholders need not be Singapore resident.

A minimum of two shareholders are required whose details appear on the public register. Corporate shareholders are permitted. Anonymity can be achieved by the use of nominee shareholders.

A minimum of two directors are required and full details of these must be filed with the Public Registry. Corporate directors are not permitted. One director must be a resident of Singapore and this director remains responsible for the compliance by the company with the Singapore Companies Act and may continue to be liable for those obligations even after resigning. Additionally, if the company wishes to receive relief under the various tax treaties signed by Singapore it is likely that it would be necessary to demonstrate that the company has a majority of Singapore resident directors in order to establish that the company is resident in Singapore for tax purposes. Corporate directors are not permitted.

Company Secretary
There must be a secretary who is a natural person and whose principal or only place of residence is in Singapore. The secretary must be qualified in terms of the Singapore Companies Act. Persons qualified include chartered secretaries, lawyers and chartered accountants. The secretary may also be a director. The secretary's particulars must be filed with the Registrar.

Annual Reporting
All Singapore companies must prepare full audited accounts and must keep a copy of such accounts at the registered office address. All except exempt private companies (a private company with less than 20 members and in which no corporation has a beneficial interest in its shares) must file accounts on the public register.

Incorporation of a Singapore company takes around 2 weeks but it usually takes a further 2 weeks before the original copy of the Certificate of Incorporation can be obtained. Further delays may occur where permission from a Singapore statutory authority is required which is the case where a company is to be incorporated with foreign participants although nominee shareholders can be provided for the purpose of incorporation thereby avoiding the requirement for authorisation.

Restrictions on Name and Activity
Company names which are the same as or similar to existing names are not permitted. A holding company can, however, consent to its name being included as part of a subsidiary's name. Private limited liability company names must end with the words "Private Limited" or "Private Sendirian" or an abbreviation of the same. The name of a company can be changed in about 14 days.

Registered Office
As a matter of local company law the company MUST maintain a registered office address within Singapore.

Registration and Maintenance Fees

Registration fee
Our registration fee for a company with a share capital is USD1,688. The fee covers statutory filing fee, first year registered company secretary fee and first year registered office fee, but it does not cover a Singapore director(cost US$1,500 per year).

Annual Maintenance fee
Annual maintenance fee is estimated to be USD1,400 which covers annual filing fee, annual company secretary fee and annual registered office fee, audit fee and taxation service fee.



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