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.
Are you a foreigner looking to relocate to Singapore to start and run a business? Then the Singapore Entrepreneur Pass or EntrePass is just the thing for you. To be eligible to apply for this work visa, the entrepreneur who intends to come to Singapore to establish a company, must display a paid-up capital of at least S$50,000. This helps entrepreneurs who have a more successful professional record, as compared to documented qualifications. The EntrePass works perfectly for foreign businesspersons who fall short of academic certifications or are not eligible according to the Employment Pass scheme, but have proved their business expertise through booming professional experience. In practice, applying for an EntrePass used to be more difficult than that for an Employment Pass (EP), due to the paid-up capital requirement of S$50,000. However, this requirement has now been removed to attract more qualified applicants worldwide. What Makes You Eligible and Ineligible for the EntrePass? A foreign entrepreneur can apply for the EntrePass if the following conditions are met: 1. The candidate has or aims to launch a private limited company, registered with the Accounting and Corporate Regulatory Authority (ACRA) in Singapore. In case the company has already been registered, it should be less than or equal to 6 months old on the date of application. 2. The applicant must be a minimum 30% shareholder in the capital of the company.Additional Provisions The applicant is required to meet a minimum of one of the listed requirements, either in the capacity of an innovator, an entrepreneur, or an investor: Innovator · The enterprise should be a holder or an intellectual property asset. · The company should have had participated in joint research with A*STAR or a university. · The company must possess excellent technical or domain expertise that is connected to the intended business. Entrepreneur · The financial support of the company must come from a Government-recognized VC or business angel. · The company should have active involvement in a Government-supported incubator. · The candidate must have a proven track record or network and bright business history of having launched very lucrative enterprises. Investor · The candidate must have a good previous experience of business investments and should be keen on expanding a new company or already existent one in Singapore. You can learn more about these requirements here. Businesses Ineligible for the EntrePass Cafés, cafeterias, massage parlors, pubs, night clubs, job placement services and others, do not qualify for the EntrePass. A full account of the businesses that do not qualify for the pass is available on the MOM website. The Application Procedure How to Apply? An applicant or a representative of the applicant is eligible to submit an application for the EntrePass. The MOM lays down the steps listed below to apply for the EntrePass: 1. An applicant must attach the EntrePass application form with necessary documents and submit the pack. 2. Once the application has been approved, as a policy, the MOM will issue an approval letter. The applicant is required to register the company (in case not already done so) with ACRA within a month of receiving the letter. 3. As a rule, the EntrePass should be issued within 6 months of the approval letter. 4. Once the EntrePass has been issued, the fingerprint and photo registration of the candidate is required. 5. MOM will send the card to the address indicated in the application. Essential Paperwork The following documents must be attached and submitted along with the application for the EntrePass: 1. Copy of the individual information page of applicant’s passport; 2. Previous service testimonies in English; and 3. A plan of action that mentions the enterpriser’s business strategy, market research, market plan, products or services in the offering, etc. Bear in mind that at the time of applying, if the business is already registered with ACRA, the following must be submitted: 1. A copy of the company’s recent profile (as can be seen on the ACRA website) How to Renew, Cancel and Replace the EntrePass? EntrePass Renewal The EntrePass that is issued for the first time has a validity of 1+1 years. This means that one year after its issue, the EntrePass must be renewed. If all eligibility requirements for renewal are fulfilled, the validity is extended for one additional year. From then on, all the EntrePass renewals that follow will have a 2-year validity. An EntrePass holder can put forward an application to get his pass renewed, 3 months before it expires. Among the renewal requirements is that the EntrePass holder must retain the initial business plan submitted to the Ministry when applying for the first time. For renewal of the pass, the holder needs to make sure that his business creates employment in Singapore. For more information on the renewal of an EntrePass click here. Cancelling the EntrePass In case an EntrePass needs to be cancelled, it can be done by the pass holder, a company agent or an employment agent. The cancellation should happen and the pass must be returned in a week’s duration after the closure of the business. Replacement of the EntrePass In case of theft, loss or damage to EntrePass, the holder of the pass, or an agent appointed by the company, or an employment agent can submit an application to have the pass replaced, not later than 7 days since the loss. Additionally, in case an EntrePass holder’s card is stolen, the incident must be reported to the police. Notification of Changes If any one or more of the following changes are to be done to an EntrePass, the pass holder must notify the MOM: 1. Line of business; 2. Candidate’s personal information, home address, office address; 3. Salary; 4. Company name and account info and 5. Line of work To know more about notifying these changes and the related timeframes visit the MOM website. Family Onboard There are two passes that enable EntrePass holders to call their families to Singapore and be with them; the Dependant’s Pass orthe Long Term Visit Pass. The eligible family members comprise: 1. Spouse. 2. Common-law spouse 3. Unmarried and lawfully adopted children, below 21 years of age 4. Unmarried differently-abled children, above 21 years of age 5. Unmarried step-children below 21 years of age 6. Parents EntrePass holders can get their family members on board in Singapore, once they have successfully renewed their passes. In other words, EntrePass holders are not allowed to get their family members after they apply for the pass the first time. Also, to get a family member to Singapore the EntrePass holder must ensure that he or she meets the total business expense and employment generation conditions as ruled by the MOM. Conclusion An EntrePass is a necessity for a foreign entrepreneur who intends to set up and operate a business in Singapore. Do not forget that the MOM carefully scans all applications, as well as the business plans that are submitted along with them, to check if the submissions conform to the requirements of the Ministry. With our help, your chances of getting the Singapore EntrePass are much higher and free of troubles. Contact us today so that we can evaluate your eligibility and come up with ways that increase your hit rate. This is your chance to live and do business in Asia’s most desired city.read more
About Reinsurance Reinsurance is a contract under which a reinsurer agrees to indemnify a ceding company against all or part of the primary insurance risks underwritten by the ceding company under one or more insurance contracts. Market Trends Singapore is not only Asia’s largest international financial center but also one of Asia’s largest international reinsurance centers. The Singapore insurance market remains very competitive. As of the end of 2016, the market had gross premiums total receipt of about over S$3.97 billion and a total asset worth of about S$11.14 billion. Statistics collected over the seven-year period between 2010 and 2016 indicate a growing market. Total gross premiums and retention ratios have increased year on year, indicating good growth prospects for the market as a whole. In particular, the Singaporean general insurance sector registered a compound annual growth rate of 23.1% from 2010 to 2016 in respect of gross written premiums. Since 2011, statistics show that the offshore insurance market has maintained its retention ratio at about 60% and increased its total assets up to S$22.2 billion. The Singapore reinsurance market remains extremely competitive. Total gross premiums for the reinsurance industry were S$4.9 billion in 2016 and retention ratio has been 69.1%. Regulatory Framework The Insurance Act (Cap 142) governs insurance and reinsurance activities in Singapore. Regulatory Bodies Insurance and reinsurance activities are regulated by the MAS (Monetary Authority of Singapore), established by the Monetary Authority of Singapore Act (Cap 186). MAS is responsible for the licensing, authorization and supervision of insurance and reinsurance activities. Authorized Reinsurer Overseas insurers may apply for authorization to carry on life and/or general reinsurance business in Singapore. Authorized Reinsurers: - Do not have a physical presence in Singapore and provide insurance services from overseas to persons in Singapore. - Are subject to limited oversight by MAS compared to licensed insurers : Not required to set up and maintain separate insurance funds for policies taken out by persons in Singapore : No need to comply with solvency margin requirements Admission Criteria MAS assesses applications for authorization of reinsurers based on these criteria: - Domestic and international rankings of the applicant by factors such as premiums and assets - Past and present credit ratings by international rating agencies (i.e., Standard and Poor's, A.M Best, Moody's and Fitch) - Track record, financial soundness and reputation of the applicant MAS will consult the applicant's home supervisory authority to check the applicant’s compliance with its home regulations. - Risk management systems and processes aligning with the size and complexity of the business - Fitness and propriety of the applicant and all persons having control of the applicant Documents To Be Submitted Along With The Application Form 1) A certified true copy of the license issued by the insurance supervisory authority in the country in which the company is carrying on insurance business 2) A copy of the annual report and financial statements of both the applicant and its ultimate parent company for each of the last three years Processing Time It will take approximately 6 to 8 weeks after submission of complete application to process and approve an application. As each application will be evaluated on a case-by-case basis, processing time depends on the circumstances of each application and the completeness of the information submitted. Annual Fee Every authorized reinsurer shall pay an annual fee of S$10,000 to the Authority before 1st January of each year. License For Reinsurer Applicants need a license to carry on life and/or general reinsurance business in Singapore. Admission Criteria MAS assesses applications for life and/or general reinsurance licenses based on these criteria: - Same as admission criteria for authorized reinsurer - Well-developed business strategy and detailed plans reflecting the risk profile of the business Documents To Be Submitted Along With The Application Form 1) A certified true copy of the license issued by the insurance supervisory authority in the country in which the company is carrying on insurance business 2) A certified true copy of the letter from the insurance supervisory authority in the country granting the company to establish insurance operations in Singapore, if such approval is required. (If approval is not required, a statement to this effect should be provided.) 3) A copy of the annual report and financial statements of both the applicant and its ultimate parent company for each of the last three years 4) A copy of the feasibility study conducted in respect of the proposed Singapore operations (including financial projections for the proposed Singapore operations). Taxation Of Insurance And Reinsurance Providers Under the Income Tax Act, all companies are generally taxed at the rate of 17% on their chargeable income. However, some insurers may be subject to different tax rates depending on the type of insurance business carried on. ∙ Life Insurance Business Insurers carrying on life insurance business are subject to a tax rate of 10% on life insurance surplus of any life insurance fund apportioned to policyholders for each year of assessment. ∙ Marine Hull and Liability Insurance/Reinsurance Business Tax is payable at the rate of 5% on chargeable income derived by an approved marine hull and liability insurer for each year of assessment. ∙ Offshore General Insurance/Reinsurance Business An approved insurer carrying on offshore life insurance business and insuring/reinsuring offshore risks will be taxed at the rate of 10% on chargeable income for each year of assessment. ∙ Captive Insurers Captive insurers are exempt from tax on any underwriting income derived from insuring offshore risks. Singapore Insurance Market Trends Source: MAS (Monetary Authority of Singapore) Life insurance valuation results for the year ended 31st December 2018 - Professional Reinsurer Source: MAS (Monetary Authority of Singapore) If you have any questions about Singapore company incorporation and investment in Singapore, 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