Incorporating A Company In Singapore

There are many compelling reasons for having your business based in Singapore. For one, the country has one of the lowest corporate tax rates in the region and is second only to Hong Kong. Beginning 2010, the government is even giving a full tax exemption on the first 3-year profit for newly incorporated companies. Basically, the tax rates are:

> S$0 to S$100,000 - 0%
> S$100,001 to S$300,000 - 8.5%
> S$300,001 and above - 17%

Singapore is also strategically located in the ASEAN region, which is partly the reason for it being a major airline and shipping hub. The country has excellent infrastructure, a highly-skilled workforce, and one of the most liberal immigration policies in the world, as it continues to build its pool of foreign talent and boost its population to the targeted 6.5 million by 2012.

The tiny republic is also often praised for having good corporate governance, transparency, ease of doing business, political stability, and strong legal and Intellectual Property framework.

Some other key benefits include:
> 100% foreign ownership allowed.
> Minimum paid up capital of only S$1.
> Zero tax on capital gains and dividends.
> Immigration visa (EntrePass) for company owners relocating to Singapore.
> No controls/restrictions on repatriation of profits.

There are many types of business structures in Singapore with a Private Limited Company being the most common. It is relatively easy to incorporate a company in Singapore - the entire application process takes only one day and is done completely online, the government allows 100% foreign ownership and the minimum paid-up capital is S$1.

Below are some basic requirements to register a company in Singapore:

1) Company Name
The company name must be approved before you can register your company. This typically takes 2-3 hours if there are no problems, e.g. conflicts with existing names. Biz File, ACRA's business portal, provides a name search function to facilitate this.

2) Directors
There must be a minimum of 1 resident director. A resident is defined as a Singaporean citizen, Singaporean PR or someone who has an Employment Pass, EntrePass or Dependant Pass. Directors must be at least 18 years of age, not a bankrupt and free from any past convictions. Directors may not necessarily be shareholders in the company.

3) Shareholders
A minimum of 1 shareholder to a maximum of 50 shareholders in the company - can be a person or any legal entity.

4) Company Secretary
Every company must appoint a Company Secretary within 6 months of its incorporation, who must be a natural person and resident in Singapore. If the company has only 1 director/shareholder, that same person cannot act as the Company Secretary.

5) Registered Address
A local address must be provided at the registered address of the company. This can be a commercial (physical rented office or shared/virtual office) or residential address.

Now that you are ready, the following documents/information need to be prepared prior to company registration:
> Company Name
> Description of Business Activities
> Registered Address
> Memorandum and Articles of Association (MAA)
> Shareholders Information
> Directors Information
> Company Secretary Information

In addition, the following documents are also required:
> For Singapore Residents: copy of your Singapore Identity Card
> For Non-Residents: copy of Passport, proof of overseas residential address and bank reference letter.

All business registrations in Singapore is managed by ACRA, Singapore's registrar of companies. There are basically 2 steps in the company incorporation process:

1) Company Name Approval
Company name approval is obtained by applying online with ACRA and the status will usually be known within an hour, unless there are problems with the name. Applicants are advised to use ACRA's BizFile name search function to facilitate the application. The approved company name will be reserved for 60 days from the date of application.

2) Company Incorporation
After the company name is approved, the next step is the incorporation process itself. The entire process of filing an incorporation request and approval from ACRA can be completed within the same day (usually a few hours), assuming all the necessary documents have been duly completed and signed by the directors and shareholders.

Once approved, you will receive an official email from ACRA confirming the incorporation of your company, i.e. Certificate of Incorporation. This email will contain the company registration number and is considered the official certificate, since a hardcopy is not required in Singapore and also, no longer issued by default.

However if you still want a hard copy, you can request online and collect at ACRA's office the following day - a fee of approximately S$50 will be charged for the hard copy.

You can also request for a Company Particulars Extract online by paying an application fee - usually downloadable in PDF form within an hour. The document contains the business particulars of your company, e.g. company name and registration number, incorporation date, paid-up capital, registered address, director and shareholder information, etc.

There are many company registration agents in Singapore that provide company incorporation (from as low as S$600), as well as, related corporate services like company secretary, nominee director and registered address.

What Next?
After obtaining your Certificate of Incoporation from ACRA, these are some more things that you may need to do:
> Get a company seal and rubber stamp.
> Issue share certificates to your shareholders.
> Open a corporate/company bank account.
> Apply for business license as necessary (depends on the nature of your business).
> Register for GST (for companies with annual turnover exceeding S$1 million).

Source: http://www.company-registration.sg