Company & Business Registration :
Every company that wishes to conduct business in Singapore must be registered with the Registry of Companies. The Companies Act regulates the incorporation and administration of companies in Singapore. Compliance with other legislation may be required depending upon the nature of the business activities. A check list for incorporation of a Singapore company is annexed.
Directors:
Every company incorporated in Singapore must have at least two directors, one of whom must be ordinarily resident in Singapore. Before appointment each director must file with the Registry of Companies a consent to act as director. A Singapore resident director cannot resign unless there are at least two other directors remaining, including one who is ordinarily resident in Singapore. In order to qualify as a Singapore resident director a person must be either a Singapore citizen or permanent resident or hold a valid employment pass. Corporations cannot act as directors, or secretary, of Singapore incorporated companies.
Company secretary:
The company secretary must be a qualified person as described by the Companies Act, e.g. a solicitor, public accountant, chartered secretary or other specified persons. The company secretary must be resident in Singapore.
Shareholders and Capital:
There are no restrictions on foreign shareholdings in Singapore companies other than in respect of banking business and certain residential property ownership. There are no minimum issued capital requirements. A company need only have one registered shareholder if it is a wholly owned subsidiary of another corporation. Other Singapore companies must have a minimum of two registered shareholders. Bearer shares are not permitted.
Compliance requirements:
Returns reflecting changes in the management, constitution, or structure of a Singapore company must be filed on a timely basis. Compliance obligations are stringent. Auditors must be appointed within three months from date of incorporation. All companies other than those classified as exempt private companies must file their audited annual accounts with the Registry of Companies. An annual return must be filed.
Taxation:
A Singapore company is taxed at the current corporate income tax rate of 26%. Liability to income tax is based upon the company's residency status and the source of income. Foreign source income is only taxed if remitted into Singapore. Corporate residency for tax purposes is determined on the basis of where central management and control of the company is located. Singapore has a network of more than 36 treaties for the avoidance of double tax. Consequently Singapore is an attractive location for international holding companies (see our article on "International Holding Companies").
The content of this article is intended to provide general information on the subject matter. The reader should therefore obtain professional advice specific to their circumstances.
Asiaciti Corporate Services Pte Ltd, 24 Raffles Place, #26-05 Clifford Centre, Singapore 048621 E-mail : asiaciti@singnet.com.sg Tel: (65) 5332611 Fax: (65) 5325092
