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FEATURES OF 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:
Taxation
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.
Shareholders
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.
Directors
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.
Timescale
Incorporation of a Singapore company takes around 2 days but it
usually takes a further 1 weeks to receive the Certificate of Incorporation, prepare the company kit. In addition, please alow one week for delivery.
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. Kaizen can provide registered office in case you have difficulties in finding one.
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