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REGISTRATION OF PRIVATE LIMITED COMPANY

A private limited company is a legally separate entity from its owners and is solely responsible for its own debts and legal suits brought against the company. This is the most common business structure in Singapore, usually recognized as having “Pte Ltd” in its name.

Download: Service Guide for Incorporation of Private Limited Company

Corporate Income Tax Obligations

A Company is taxed at a flat rate of 17% of its chargeable income. This applies to both local and foreign companies.

There are 2 Corporate Income Tax Returns to file with IRAS every year:

• Estimated Chargeable Income (ECI) and
• Form C-S/ Form C-S (Lite)/ Form C.  

Tax exemption scheme for new start-up companies

Tax exemption is introduced by the Singapore government to support entrepreneurship and to grow the local enterprises. It applies to qualifying companies for their first 3 consecutive Years of Assessment (YAs). From the fourth YA onwards, companies can enjoy the partial exemption.

The tax exemptions for qualifying companies for their first 3 consecutive YAs are as follows:

Who is eligible for tax exemption schemes?

All new start-up companies are eligible for the tax exemption scheme, except:

• Companies whose principal activity is that of investment holding
• Companies that undertake property development for sale, investment, or both

The new start-up company must also: 

• Be incorporated in Singapore
• Be a tax resident of Singapore for that YA
• Have its total share capital beneficially held directly by no more than 20 shareholders throughout the basis period for that YA where:
  • All the shareholders are individuals; or
  • At least 1 shareholder is an individual holding at least 10% of the issued ordinary shares of the company

PRE-INCORPORATION GUIDE

We will walk you through the procedures, requirements, and checklist for organized company incorporation.

1.  Choose the desired business type

Private Limited Company is the most common business type in Singapore but there are other available options of companies that can be incorporated in Singapore. Not sure what business type to set up? Talk to our experts.

Download: Comparison of Business Entities

2.  Know the basic statutory requirements in setting up a private limited company

• At least 1 Singapore resident director. There is no limit to the number of directors a company can appoint during or after registering the company provided there is at least one Singapore resident director on board. Foreign directors can also be appointed as a director and operate the Company remotely. Foreigners can avail of the nominee director services of a corporate service provider if there is no Singapore resident director on board. Read more about the Company director.
• At least 1 shareholder. The shareholder can be either an individual, a company or a limited liability partnership. A director can also be a shareholder of the company. Read more about the shares and shareholders.
• Company Secretary. At least one company secretary residing in Singapore is required. A director can also serve as a company secretary, however, the sole director of the company cannot act or be appointed as a company secretary. Read more about the Company Secretary.
• Issued share capital. The minimum issued share capital is $1 when you incorporate a company. In the future, the amount of share capital can be increased accordingly. Read more about the share capital.
• Registered office address. The registered office address must be an address in Singapore but it need not be the place of operation. Read more about the registered office address

Do you need help with these statutory requirements? Accmaster offers services to fulfill the above requirements. Talk to us now to know more.

3.  Gather all required information and documents

• Proposed entity name. The name must be applied and reserved with ACRA before the actual registration of the company. Your proposed company name cannot be identical to an existing name or contain prohibited and undesirable words. Read more to know how to choose a suitable business name.
• SSIC code or simply, the activities of your business. You can choose a maximum of 2 business activities. Select the most relevant business activities from Singapore Standard Industrial Classification Code. Download: Singapore Standard Industrial Classification Code.
• Personal particulars and contact details of appointed officers and shareholders
  • NRIC and full name
  • Nationality
  • Contact information (telephone number and e-mail address)
  • Residential address
• Financial Year-End. Common choices include 31 March, 30 June, 30 September, or 31 December. Choose carefully your company’s financial year-end as it will determine when the corporate filings and taxes are due every year. Read more about the Financial Year-End of the Company.
• Other Key Personnel. You may appoint Managing Director and/or CEO, but these are optional. An auditor is mandatory unless exempted.
• Constitution. You must need to submit a copy of the Company’s Constitution when you incorporate a Company. You may choose to adopt the Model Constitution provided in the Companies Regulations 2015 or create your own constitution.

After completing the requirements and documents, you are now ready to incorporate your company

You may wish to engage a registered filing agent to unload you with the administrative tasks and paperwork.

Foreign individuals and companies who wish to set up a business entity in Singapore will need to engage a registered filing agent to submit the application to the government on their behalf. 

POST-INCORPORATION GUIDE

You have your company incorporated and you are now one step toward materializing your business goals. What do you need to do next?

• Register a Corppass administrator. Corppass is a single corporate digital identity for your business, accessed via your personal Singpass and it is used to transact with Singapore government agencies. Each business entity can have up to 2 Corppass Admins. 
• Opening of a corporate bank account. After the incorporation of the company or when the Company starts its operations and accepts or spends money for the business, a corporate bank account must be opened. Singapore has several options for corporate bank account opening. You just need to complete the account opening requirements. The physical presence of directors and authorized signatories during account opening is required by most banks.
• Application of Licenses and Business Permits. In Singapore, some companies must be licensed depending on their business activity.
• Application for a work visa. If you wish to employ foreign talent, the employing company or a licensed agency needs to apply for a suitable work visa for the candidate before starting the job. Learn more about our services for work visas and permits.
• Choose an accounting method and set up accounting software. Accounting is a vital part of your business, thus, it is imperative to pay careful thought to a long-term and viable solution. You may hire an in-house bookkeeper or accountant or outsource the accounting functions. As for accounting software, the most common accounting software used by SMEs in Singapore are ABSS and Xero.
• Statutory requirements. Once you have set up your business, you’ll be required to fulfill the statutory requirements. These include but are not limited to updating company information once necessary, holding Annual General Meeting, filing Annual Returns, and submission of corporate income tax.
• Keep your Company Information up-to-date Any changes to the company’s information such as changes to company officers, authorized representatives, and shareholders, or registered office address must be updated with ACRA promptly.  

We offer a complete incorporation package which includes the provision of a nominee director, company secretary (if needed), and provision of registered office address in Singapore. You may also choose from additional services like the application for a work pass if you or your foreign employees wish to live or work in Singapore.

Ready to have a business presence in Singapore? Accmaster will help you overcome the compliance challenges and help you get started on the path to global expansion. Talk to our experts.