In recent years, Singapore has achieved hard-earned fame as a global business destination. It is not surprising that new entrepreneurs from every corner of the world are keen on setting up their business functions here, considering the advantages of registering a company in Singapore.
A few of the many reasons for choosing this country are its secure economy, tax rebates, advanced infrastructure, government grants to foreign investors and state-of-the-art digital technologies.
Singapore’s business atmosphere is even more beneficial for foreign fin-tech and high-tech startups since it meets all their standards and operational demands.
To avail all benefits offered by the Government of Singapore to startups, the process of Singapore Company Registration needs to conform to the Companies Act. Right from the opening formalities of registering a company in Singapore, entrepreneurs should be focusing on all rules and regulations, as these contribute to their success in forthcoming legal and financial procedures, like copyright registration, tax accounting, opening bank accounts, fundraising, trade licenses and corporate revision and others.
Registering a company in the island-state is quicker and simpler than you can imagine, with minimal paperwork. In terms of registration, the rules differ for locals and foreigners. Either way, there are some steps that are the same for every entrepreneur. They make the process of Singapore Company Registration easy to understand.
The aim of this guide is to explain all that one needs to follow for Singapore Company Registration.
As per the specifications of the Companies Act, you must be a natural person or a legal entity to register a company in Singapore. You can also be a Singaporeans citizen, resident or a foreigner.
A natural person must be not less than 18 years old, provided that he or she has no prior record of bankruptcy or any other legal offence. Legal entities are required to produce their documents of incorporation as proof of their existence.
Once you know that you are eligible to register your company in Singapore, the best and sure shot way to kick off the process is to consult a company that specializes in Singapore Company Registration services.
Expert advice for company registration services, offered by a team of professionals, have been beneficial to startups as well as long-established companies. These services are provided by a team that can, based on your business setup and requirements, offer you the best options to set up your business in Singapore.
There are three key stages in the process of registering a company in Singapore. It all starts with the preparatory steps that give you the freedom to decide the business configuration that is best for your business and get the paperwork done, in compliance with the legal requirements. The second stage is the actual registration process that is carried out electronically.
The final stage has to do with post-registration requirements. All stages are highly significant and demand compliance not just for setting up a business in Singapore but also for making it a success.
The requirements for Singapore Company Registration are as follows:
The paid-up capital for setting up a company needs to be at least S$1. However, a company is free to expand its share capital later by adding extra capital.
Both Singapore-resident, as well as foreign-resident individuals, can hold the positions of directors in a Singapore company. A company must have a minimum of one director, who is a Singapore resident. Singapore-resident can be understood as an individual who is either a citizen of Singapore, a Singapore permanent resident, or a Singapore Employment Pass holder.
A company is required to have at least 1 and at the most 50 shareholders who can be either local individuals or foreigners. A shareholder can either be a natural person or a corporate entity.
It is mandatory for a company to hire a qualified company secretary in a period of not more than 6 months after it has been integrated. It is also a must for the company secretary to be a natural person and resident of Singapore.
It is a requirement for every company to have a registered address of Singapore; a location for the company’s statutory documents. It has to be a physical address and not a PO Box.
Before going ahead with getting a company registered, it is required to get its name approved.
You can register your Singapore Company online. The process is fast and very effective. It can be divided into three steps:
1. Getting the company name approved
2. Completing the paperwork
3. Getting your company registered
Prior to registration, it is mandatory for all Singapore companies to get their name approved by ACRA. The process of getting the name approved is simple and online. The company name should conform to the following directives:
· The name should not be the same as the name of an already operational business in Singapore
· The name must not be a breach of any trademarks
· The name must not sound indecent or rude
· You cannot use a name that has already been reserved by another company
Information to remember for the name approval procedure:
· If a company name adheres to ACRA’s bylaws, it usually does not take more than an hour to get approved.
· In case the company name has terms like ‘finance’, ‘legal’, ‘law’, ‘broker’, or ‘school, it is likely to be sent to another government authority for additional approval. This may add a few more weeks to the name approval process.
· After approval, a company is allowed to retain the name for a period of 120 days. However, if it does not incorporate the name during those 120 days, the name is free to be reserved by another company.
Once the name is approved and the company is awaiting registration, the following paperwork needs to be completed:
Documents to be presented to ACRA:
· Company Constitution that was formerly Articles of Association. You might want to take up the standard Singapore company constitution as it is on ACRA, which is universally suitable.
· Signed Approval to Act as a Director for every single director
· Signed Approval to Act as Company Secretary from the company secretary
· IDs and particulars of residential address of every shareholder and official of the company
As per the guidelines of the international AML protocols, ACRA requires your Corporate Service Provider (CSP) to carry out a Know Your Customer (KYC) enquiry. Generally, the KYC will require a minimum of the following additional details:
· Confirmation of the ID credentials and address proof documents
· The work profile of stakeholders and executives of the to-be-formed company
Bear in mind that the exact list of required documents may not be the same for every CSP and depends on the processes that they follow.
Note: The entire material that is submitted must be in English or if it is in another language, then it needs to be formally translated into English.
After the incorporation documents are complete and ready, the next step is to officially register a company with ACRA. The process of registration that is carried out online, does not take more than an hour. There are exceptions where another government agency has to be called upon for additional examination of the company registration. This process is likely to extend for a few more weeks.
At the time of registering, a company must have in place a company constitution. This was formerly known as the Memorandum and Articles of Association (MAA). Startups have the choice to build up a custom constitution or utilize the model company constitution given by the Singapore Government.
The company constitution contains the norms and regulations that regulate the company. Additionally, it lays out the goal and the rights and duties of the company. A company constitution must at least addressed:
· The name of the company
· An agreement that states that the first shareholders want to form the proposed company as per the conditions of the Constitution and they consent to hold a stated number of shares in the capital of the company.
· A statement that conveys that the liability of its members is limited
· Complete names, addresses and professions of the first shareholders of the company and
Practically speaking, a standard constitution will also give an overview of the daily operations of the company, with an overview of the rules that regulate:
· The issue and sale of its shares
· Financial statements
· Company seal
· Company secretary
· Company meetings
· Company directors
If your startup is likely to churn out a yearly business of over S$1 million, GST registration becomes mandatory. It is an indirect tax imposed on goods and services that are consumed in Singapore. In a large number of other countries, GST is also known as VAT (Value Added Tax).
With respect to your GST-registered company, an applicable GST rate (7%) will have to be charged from the consumers of your goods and services. Also, the amount has to be paid to the tax authorities. All GST-registered businesses have to necessarily comply with GST filing every quarter.
Once your startup has been registered, focus on the following items or documents:
· Company Stamp: The company’s rubber stamp is a component that makes the company’s documents authentic. The company’s name and registration number of the company are carved on it. A rubber stamp gives a legal and professional impression to official documents.
· First Board Resolution: The resolution to hire directors and other company functionaries such as auditors, company secretary, etc.
· Bizfile: The latest Bizfile will be issued containing the list of directors and distribution of shares among the shareholders. Bizfile also indicates the full company name and registered address.
Final Documents Provided by ACRA after Registration
After your Singapore Company Registration has been completed successfully, ACRA will release the following documents:
An e-Certificate of Incorporation is issued by ACRA, which is in the form of an official email from ACRA comprising:
· A declaration that confirms that the company has been incorporated
· A Unique Entity Number (UEN) allocated to the company
This e-Certificate is enough in Singapore and can be used for all corporate requirements like for opening a bank account, doing business with other parties, etc.
A company can also acquire a paper-based Certificate of Incorporation from ACRA any time after incorporation. Even though there is no need for such a certificate in Singapore, it might be necessary at the time of transacting overseas with foreign partners, government agencies abroad, consulates, etc. Majority of the firms will procure this certificate only when it is required.
The Bizfile (also referred to as Company Extract) is a PDF document produced by ACRA. It has the following essential information about the company:
· Particulars that identify the company, such as; company name, registration number (defined as Unique Entity Number or UEN), date when it was incorporated, etc.
· Key operations
· Business address
· Capital stock
· Particulars of shareholders
· Particulars of Directors
· Particulars of Company Secretary
· Commitment to Compliance
Setting up a private limited company in Singapore is the commonest way to register a new business there. It is an independent legal entity and it safeguards its shareholders from turning into debtors beyond their invested capital. Singapore Companies Act allows any person who has reached 18 years of age to register a company in Singapore.
Singapore Company Registration under this category offers the best possible tax benefits for a Singapore company. The most recommended way to register a company in Singapore for a foreigner would be to first get to know the necessary requirements before establishing a company. Articles on ACRA or e-guides on starting a company are the best source of knowledge for entrepreneurs.
It is advised to seek guidance from a professional business consultant, to avoid the complications of registering your company in Singapore. Irrespective of whether the registration is of a brand new company or it is just relocation of an existing company to Singapore, mistakes can nullify your efforts. Thus, a good business service provider can help you get considerable success with your Singapore Company Registration.
The Singapore Registry of Ships makes it easy and fast for you to register your ship in Singapore. Once all relevant documents have been submitted, ship registration will be completed within two hours, and there will be various benefits if registered as a Singapore ship. Relevant Act ∙ Regulation - Merchant Shipping Act - Merchant Shipping (Registration of Ships) 1996 Procedure for ship registration Step 1. Check eligibility for ship registration in Singapore Step 2. Prepare application form - Approval for vessel's name - Apply for vessel’s official number and call sign / signal letters Step 3. Submit the relevant documents for provisional or permanent registration Step 4. Pay the initial registration fee and annual tonnage tax Step 5. Vessel Registered Prerequisites for registration Owner Only the following persons may be registered as owners of Singapore vessels: 1. Citizens / Permanent Residents (PRs) of Singapore 2. Companies incorporated in Singapore A vessel may be registered under the ownership of a foreign, or a locally owned, Singapore incorporated company 1) A foreign owned company is a company incorporated in Singapore in which more than 50% of its equity is owned by non-citizens of Singapore 2) A local owned company is a company incorporated in Singapore in which more than 50% of its equity is owned by citizens of Singapore, or by another local owned company Vessel Generally, ships less than 17 years would be considered for registration Provisional registration The Provisional Certificate is valid for a maximum period of one year with no possibility of extension. The vessel must be transferred to the permanent register before the end of this period. Documents to be submitted for Provisional Registration: - Application Form - Business Profile reported to Accounting and Corporate Regulatory Authority (ACRA) Appointment of A Manager Owners must appoint a manager whose residence is in Singapore. All communications relating to the vessel will be directed to the manager. The manager will be responsible for the operations of the vessel for all matters related to the crew, safety and prevention of pollution. ∙ An individual owner may appoint himself as the manager. ∙ A corporate owner may appoint a person in the company to be the vessel’s manager. ∙ If a company is appointed as the vessel’s manager instead, the name of the person in the company with the ultimate responsibility for the vessel and his status in the company must be clearly indicated. If there is any change in the manager, the owner must complete a new appointment of manager form and submit it to the Registrar within 7 days of the change. Evidence of Ownership - (New vessel) A copy of the Builder’s Certificate - (Existing vessel) A copy of the Bill of Sale or the transcript of its former registry, or any other similar document that can demonstrate its ownership Value of the Vessel The owner must declare the value of the vessel in Singapore dollars under the company’s letterhead if this is not already reflected in the other documents submitted (i.e. Bill of Sale). Tonnage Certificate All vessels must have their tonnages determined in accordance with the provisions of the Merchant Shipping (Tonnage) Regulations (which gives effect to the International Convention on Tonnage Measurement of Ships, 1969 (TM 69)). A tonnage certificate may be issued by the MPA’s Shipping Division or any of the classification societies authorized by the MPA (Maritime and Port Authority of Singapore) to do so. Class Certificate Class certificate may be accepted as evidence of seaworthiness. - (New vessel) Interim class certificate or Statement of entry - (Existing vessel) Statement of class maintained Tax benefits of SRS (Singapore Registry of Ships) To encourage companies to develop businesses in Singapore, ship registry offers benefits to Singapore-registered vessels. Withholding Tax (WHT) Exemption To further promote the growth of the maritime sector, qualifying shipping enterprises will enjoy automatic WHT exemption on interest and related payments made in respect of arrangements obtained to finance the purchase or construction of vessels, or the purchase of containers and intermodal equipment. Tax exemption Profits derived from the operation of a Singapore vessel are exempt from Singapore income tax. Singapore shipping industry Singapore registry of ships Source: MPA (Maritime and Port Authority of Singapore) BY NUMBER BY '000 GT 2008 3,843 43,702 2009 3,950 45,632 2010 3,978 48,783 2011 4,111 57,360 2012 4,232 65,018 2013 4,379 73,615 2014 4,595 82,249 2015 4,739 86,300 2016 4,717 88,023 2017 4,578 88,808 2018 4,456 90,944 2019 Jan 4,468 92,133 Feb 4,469 92,486 Mar 4,472 93,075 Apr 4,471 93,926 May 4,465 95,411 Jun 4,460 95,808 Jul 4,461 96,234 Aug 4,447 96,116 Sep 4,446 96,885 Oct 4,463 97,736 Vessel Arrivals Source: MPA (Maritime and Port Authority of Singapore) BY NUMBER BY '000 GT 2008 131,695 1,621,065 2009 130,575 1,784,669 2010 127,299 1,919,408 2011 127,998 2,120,282 2012 130,422 2,254,353 2013 139,417 2,326,121 2014 134,883 2,371,107 2015 132,922 2,504,155 2016 138,998 2,662,695 2017 145,147 2,799,585 2018 140,768 2,791,966 2019 Jan 11,678 248,250 Feb 10,275 214,560 Mar 11,509 229,405 Apr 11,243 226,032 May 11,697 235,454 Jun 11,138 227,457 Jul 11,554 238,851 Aug 11,739 236,774 Sep 11,547 244,462 Oct 12,026 250,282 ▶ The largest container ports worldwide in 2018, based on throughput (in million TEUs) Largest container ports worldwide - by volume of cargo handled 2018 The port of Shanghai was the largest container port in 2018, handling containers with a capacity of 42 million Twenty-foot Equivalent Units (TEU). In 2018, nine out of the ten busiest container ports were located in Asia. The world's largest container ports The busiest container ports in Asia include Shanghai, Singapore, and Hong Kong. In the United States, the neighboring ports of Los Angeles and Long Beach form the largest container hub in the country. The cities of Rotterdam, Hamburg, and Antwerp are home to the largest ports in Europe. The world's largest container terminals Singapore’s PSA International is ranked among the world’s leading marine terminal operators, followed by Hutchison Port Holdings, which is headquartered in the British Virgin Islands. PSA International operates several ports around the world, generating about four billion Singapore dollars in revenue in 2018. If you have any questions about Singapore company incorporation and investment, please contact us via Contact Us page. We will provide you with a variety of solutions for efficient business operations as well as practical advice on legal requirements.read more
The Employment Pass (EP) is a work permit scheme aimed at skilled overseas employees with professional expertise, managers, and company directors who want to work and live in Singapore. This article spreads out specific information on the EP, including the overall perspective, criteria to apply for employment pass and registering a company and applying for an employment pass. Employment Pass – The Overall Perspective The Employment Pass (EP) is meant for expats who work as officers, managers and qualified experts in Singapore. First-ever applicants may get an EP for the first two years, following which it can get a renewal for a maximum of three years at one go. The EP is assigned to persons having employment offers, inclusive of a monthly salary of at least SG$3,600 (US$2.629). Aspirants with higher experience are offered more salaries so that they are eligible for this work visa. Nominees that have been offered a salary of SG$6,000 (US$4,383) or more per month, qualify to apply for a dependent’s pass for their legitimate spouse and unmarried children below the age of 21 years to be with them in Singapore. Applicants keen on bringing their parents, common-law spouse, or stepchildren should file an application for the Long Term Visit Pass (LTVP).The requirements are similar to those for dependent’s pass, nevertheless, only those with a minimum fixed monthly salary of S$12,000 (US$8,768) are eligible to get their parents into the country. No foreign employee tax or quota is allowed for this particular work permit. Additionally, it takes a maximum of 5 weeks to process EP applications. This process takes three weeks if done online. Conditions to Apply for Employment Pass Employment Pass in Singapore - Eligible or Not You qualify to file an application for an Employment Pass for Singapore, provided you fulfil all the conditions given below: You will work as a manager, an executive or a professional. You will fulfil the least Employment Pass salary conditions: If your work experience is less or you are a fresh graduate, your salary must be at least S$3,600. If you are older and more experienced, the EP lowest monthly salary benchmark will be higher. It is compulsory to be sufficiently qualified, such as having a university diploma, special competencies, or specialized skills. The Ministry of Manpower takes a call on whether an applicant fulfils the conditions of a Singapore Employment Pass. There are no approved institutes where you can take up work. Rather, the MOM considers other standards to determine your eligibility to get the EP, for instance, your employer’s ratings and labor standards, or your own requisite skills. If you are considering applying for the EP, you may undertake an assessment test the Self-Assessment Tool (SAT) on MOM’s website for determining whether you qualify or not. Fill in your details, your employment track record, education, and your prospective salary. The tool will let you know if you fulfil the requirements for the Employment Pass or any other pass. Documents Required for the Employment Pass While applying for a Singapore Employment Pass, the following supporting documents are a must: Filled Application Form for Employment Pass that can be downloaded from the MOM’s website. It must have yours (the foreign employee) and your employer’s (or an authorized person from the company) signatures. It must have the hiring company’s stamp. Photocopy of your passport’s personal information page and the issue/expiry date. Your academic certifications, like diplomas and degree qualifications. Corroboration for your academic certifications and paperwork, available at Dataflow or other worldwide verification authorities. At times, a notary certificate is not sufficient. If you are a Chinese citizen, a verification from China Higher Education Student Information and Career Center or China Academic Degrees & Graduate Education Information will suffice. The latest resume. Fresh passport-size photograph, according to the Singapore photo criterion. Copy of your prospective employer’s business profile. A narrative of your job responsibilities/duties. Letter of Support or Registration from a Registration Agency, Professional Body, or Accreditation Agency. On the basis of occupation, these letters of support can be availed from the following professional associations: Singapore Medical Council (Doctors) Singapore Dental Council (Dentists) Allied Health Professions Council (Diagnostic radiographers, Occupational therapists, Physiotherapists, Radiation therapists, Speech therapist) Singapore Nursing Board (Nurses) Singapore Pharmacy Council (Pharmacists) Traditional Chinese Medicine Practitioners Board (TCM Practitioners) Legal Services Regulatory Authority (Lawyers) Sport Singapore (Football player or coach) For the staff members of an eatery setup: A copy of the license from the Singapore Food Agency (SFA). Additional Documents Required In addition to the already mentioned documents, when you apply to get your Employment Pass issued, you will need to present: Your passport details. Details about your Short-Term Visit Pass or immigration pass. Your address of residence in Singapore. Your Embarkation/Disembarkation Card. If required: A medical examination form or a health declaration form. (As mentioned in the IPA letter, you will require a medical checkup. This must be done in Singapore.) Your IPA letter. Remember that those who process your application have the right to ask for further papers after they have the application. Documents in a language other than English are required to be translated into English. A scheme for registering a company and applying for employment pass Company Establishment + Employment Pass Application Service In the case of foreigner business professional inclined to start a company and move to Singapore to manage its operations, the following criteria need to be met: 1. Incorporation of a Singapore company 2. Acquiring a Singapore Employment Pass work visa Singapore Company Setup Requirements · A local registered office address · 1 resident director · At least 1 shareholder · 1 company secretary · A paid-up capital of at least S$1 In the case of foreigner business professional inclined to start a company and move to Singapore to manage its operations, the following criteria need to be met: 1. Pearson & Partners can help you set up your Singapore company and we can help you hire a resident nominee director as a provisional solution, till you get your Employment Pass 2. Submit your Employment Pass application 3. Transfer the directorship after receiving your Employment Pass 4. Move to Singapore and initiate your business Conclusion So essentially, the Employment Pass (EP) is a primary form of work visa that the Singapore government has for qualified professionals, executives, managers, owners and directors keen on taking up specialty positions in Singapore. We are a registered filing agent who provides custom-build solutions to new businesses in Singapore. If you are employing foreign workers and if you have questions regarding Singapore work visa, contact us for further info. We can help you with all company registration issues, in addition to applying for a work pass without you being physically present in Singapore.read more