1What are the key points to know about setting up company in Singapore?
In Singapore, the law requires specific tasks to be performed or has specific requirements:
At least one Company Secretary must be appointed to handle annual general meeting and other deadlines required by laws.
A Singapore company must have at least one local director. A company can’t appoint a corporate entity as a director. Directors appointed must be individual.
The registered address must be in Singapore
A company must comply with two tax filing.
ProcosecAsia can help:
- To incorporate your company: You can do it yourself or we can do it for you as a turnkey project! Hassle free and quickly, in less than 24 hours!
- To change your director, your address, your company name: You decide the type of service you want !
- To help you with your employment pass, S-Pass, your Entrepreneur pass, your Permanent Resident application and more!
- To deal with your accounting and auditors
- To minimise your tax exposure and meet your corporate tax deadlines
- To provide extra legal help, if needed, via our sister company!
2Is it necessary to appoint a Company Secretary?
Under Section 171 of the Singapore Company’s Act (Cap. 50), every Singapore company must appoint one or more secretaries. Our clients usually appoint only one. A company secretary must be a natural person having his/her principal or only place of residence in Singapore. A sole director or shareholder cannot be appointed as a company secretary.
A company secretary is not the person answering the phone and typing your documents. It is an appointment required by the government and this individual handles all company documents related to the company (by-laws, board meeting, etc.).
3Why Procosec Asia over other service providers?
PROCOSEC ASIA is unique. We offer you a flexible platform to deal with the required paperwork yourself or as a turnkey project in which case, we handle everything for you.
Our goal is to make it easy for you to comply with all requirements and consolidate all the documents and filing under one platform making it easy for you and your team to manage it.
4What do you charge for your services?
We have 3 different plans to fit YOUR needs and your BUDGET for your incorporation in Singapore. Our services are affordable and allow you to cut down costs by doing some of the work by yourself. Some of our clients prefer turnkey projects. We offer this too and it is called the Premium Plan. Please click here.
5Do we have to sign up for a complete package?
Our services feature many options and you can select the ones you need. Each service offered has a Fee structure is comprised of 3 options:
6How does that work exactly?
Once you become our client, our user-friendly website and platform will walk you through each step of the services you selected and you will be able to personalize your options along the way. That concept is unique to PROCOSEC ASIA.
7What are your qualifications ?
Our team includes lawyers and professionals company secretary, accountants and tax advisers qualified in many jurisdictions and having a strong business sense that will support you in your operations and compliance requirements.
8Is the company secretary working full time at Procosec Asia?
Yes. Our company secretary works full time at Procosec Asia and his/or her name is registered with the Singaporean authorities (ACRA) for that purpose.
9What is ACRA?
ACRA is the short form for Accounting and Corporate Regulatory Authority (Abbreviation: ACRA; Chinese: 会计与企业管制局; Malay: Penguasa Pengawalan Perakaunan dan Korporat ; Tamil: கணக்கியல், நிறுவன ஒழுங்குமுறை ஆணையம்) ACRA is a statutory board under the Ministry of Finance of the Singapore Government.
10Does a Singapore company require a local resident director?
Section 145 (1) of the Singapore Company’s Act (Cap. 50) requires that all Singapore companies have at least one director who is “ordinarily resident in Singapore’ such as a Singapore Citizen, Permanent Resident, or someone who holds the relevant pass. PROCOSEC ASIA can provide you with a nominee resident director, if required, for a fee.
11How else can you save us money?
For the budget conscious and hands-on clients, you can check the Economy Plan for incorporation and annual services.
12Can I use any words for my company name in Singapore?
No. You can’t have a company named only with numbers for example (Quebec 9888-8888). You can use the words Asia, Asia Pacific, AP fir example.
A name (for a Singapore incorporated company) cannot be registered if it is:
- Identical to that of any other company, limited liability partnership or corporation, or to a business name; or
- A name, or a kind of name which the Minister has directed the Registrar not to accept for registration such as:
names with Singapore government connections such as “state”, “government”, “Temasek” etc.
words such as “bank”, “insurance” requiring approval from the Monetary Authority of Singapore; from Singapore Tourism Board for names such as “Tours”, “Tourist” etc. for the names to be used and from Ministry of Education for names such as “Institute”, “College” or “Academy.
- Every limited company must have a “Limited” or “Ltd” as part of and at the end of its name unless exempted by the Minister.
- Every private company must have a “Private” or “Pte” As part of its name immediately before “Limited (or in the case of an unlimited company, at the end of its name. No description is inadequate or incorrect in Singapore because of the abbreviation “Co” for “Company”, “Pte” for “Private”, and “Ltd” for “Limited” (section 27, Companies Act Cap. 50).
We typically request our client to list a minimum of 3 names in order of preference.
13I need a nominee director. Will the name of the real director be listed in official records of the government?
Definition of nominee director
A director is a nominee if the director is accustomed or under an obligation whether formal or informal to act in accordance with the directions , instructions or wishes of any other person. The obligation to act in accordance with the directions, instructions or wishes of any other person may arise from legal obligations (e.g. contract; trust) or informal arrangements.
Obligation to inform ACRA about nominee directorship and provide the particulars of nominators will depend on the date of incorporation of the company.
- A director of a company incorporated on or after March 31st , 2017:
- who is a nominee must inform the company of the fact and provide the particulars of the nominator within 30 days after the date of incorporation; and
- who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the director becomes a nomine
- A director of a company incorporated on or before March 31st , 2017:
- who is a nominee must inform the company of the fact and provide the particulars of the nominator within 60 days after March 31st, 2017; and
- who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the director becomes a nominee.
Register of Nominee Directors
- Every company is required to maintain a register of nominee directors from March 31st, 2017 whereby information received from the nominee directors should be entered.
- The register of nominee directors may be kept at the registered office address or the registered office of its registered filing agent appointed by the company.
- The register of nominee directors may be kept electronically or in hardcopy format.
- The register will not be disclosed or make available for inspection to any member of the public including auditors.
- The register must be made available to Registrar and ACRA officers, Singapore Police Force and relevant public agencie,s when requested.
14I need a nominee shareholder. Will the name of the ultimate beneficiary shareholder be listed in official records of the government?
No, provided that the ultimate beneficial owner does not hold shares in the company under his own name.
Effective from March 31st, 2017, Singapore companies are required to:
- Maintain a register of registrable controllers containing the particulars of the company’s registrable controllers (section 386AF of the Companies Act):
- Take reasonable steps to identify the registrable controllers of the company pursuant to section 386AG of the Companies Act);
- Keep the particulars of its register of registrable controllers up-to-date by sending notices to registrable controllers the company knows or has reasonable grounds to believe have changed or is inaccurate
Who is a Registrable Controller of a Company?
Controllers may be individual or corporate controllers.
An individual controller is one who has a significant interest in, or significant control over, the company.
A corporate controller is a legal entity which has a significant interest in, or significant control over, the company. The legal entity is any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company registered under the Companies Act.
Definition of significant interest and significant control
For companies with share capital, an individual or legal entity has “significant interest” in the company if the individual or legal entity:
- Has an interest in more than 25% of the shares in the company; or
- Has and interest in or more voting shares in the company and the total votes attached to that share, or those shares, is more than 25% of the total voting power in the company,
For companies without share capital, an individual or legal entity has “significant interest” in the company if the individual or legal entity holds, whether directly or indirectly, a right to share in more than 25% of the capital, or more than 25% of the profits, of the company.
For all companies, an individual or legal entity has “significant control” in the company if the individual or legal entity:
- Holds the right, directly or indirectly, to appoint or remove the directors of the company who hold a majority of the voting rights at meetings of the directors on all or substantially all matters;
- Holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the members of the company; or
- Has the right to exercise, or actually exercises, significant influence or control over the company.
Companies are required to each maintain a register of registrable controllers within the following timelines:
- Companies incorporated on or after March 31st , 2017: within 30 days after the date of incorporation; and
- Existing companies incorporated before March 31st , 2017: within 60 days after March 31st, 2017
- Companies which are not required to ,maintain the register but are subsequently required to do so: within 60 days after the date of being required to maintain the register.
Register of Registrable Controllers
- Every company is required to maintain a register of registrable controllers from March 31st, 2017 whereby information received on the controllers should be entered.
- The register of registrable controllers may be kept at the registered office address or the registered office of its registered filing agent appointed by the company.
- The register of registrable controllers may be kept electronically or in hardcopy format.
- The register will not be disclosed or make available for inspection to any member of the public including auditors.
- The register must be made available to Registrar and ACRA officers; Singapore Police Force and relevant public agencies when requested.
In line with international AML/FATC requirements, it is mandatory to provide the details of the ultimate beneficial owner prior to onboarding.
15What are the key aspects to consider when opening my company bank accounts:
- Banks: local or international banks;
- Deposit required;
- Minimum balance to keep in each account?
- Currency of the bank accounts?
- Bank signatory arrangements?
- Internet banking?
16Do I need to come to Singapore to open a bank account?
Yes, you need to visit the bank in person to open a bank account and be a bank signatory. Documents provided by the bank and your company secretary are required.
17Can I manage the bank accounts of my company via internet?
Yes, when you apply to open the bank account of your company, please apply for internet banking. A token will be sent to the registered address of your company. You will need to activate that token to have access to internet banking.
18Can I add an individual as bank signatory for our corporate bank accounts?
Yes, you can.
- This person will need to visit the bank in person;
- Certified true extract of the Directors’ resolutions signed by either 2 directors or 1 director and a company secretary to be provided to the bank; and
- You should also discuss signature arrangement: jointly, singly, singly for a sum of more than SGD xxx, etc.; and
- The process will take about 10 working days.
19Can I open a Paypal account for my company?
Yes, you can. We suggest you to open a bank account first. An email address will be required to open the Paypal account. The PayPal account must be in the same currency as the jurisdiction currency. In SGD if the company is in Singapore.
20How do I select my financial year end?
You can choose any last of a month to be your financial year end. However, see below:
If you are an individual shareholder, we suggest you to choose the last day of the month prior to the incorporation of your company in order to take advantages of some tax advantages for individual shareholder.
If you are a corporate shareholder, we suggest you to choose a day and a month similar to the one of your holding company to facilitate the consolidation of your accounts worldwide. This is not a legal requirement but a practical aspect.
21Do I need to appoint an auditor for my company in Singapore?
An auditor must be appointed within (3 months) from the date of incorporation unless it is exempted from the following audit requirements under these 2 sections of the Companies Act.
S205B – The Company has been dormant from the time of its formation or it has been dormant since the end of the previous financial year.
S205C – The Company meets at least 2 out of 3 criteria to be defined as a “small company” for 2 financial periods.
The 3 criteria defined are as follows:
- Total revenue for the financial period does not exceed SGD 10M
- Total assets as at financial period date do not exceed SGD 10M
- The Company has less than 50 employees as at financial period date
If the company is part of the group, the above test must be met on a group basis as well to qualify for audit exemption.
22Do I need to register for GST?
You need to register for GST if:
The annual taxable turnover (sales) of your company derived in Singapore is more than SGD 1,000,000 (USD 733,000).
If your company is GST registered, you need to file the last day of every quarter of a calendar year (March 31st, June 30tyh, September 30th and December 31st)
23How quickly can I set up a company in Singapore?
If you have a nominee shareholder, a nominee director and a registered address, your company can be set up officially with the local authorities within a few hours.
Once the company is set up and the required documents are provided by the “real” shareholder and director, we can appoint additional directors and transfer share within 24 hours.
24How long does it take to change a company name?
If the name is available and resolutions are signed by the directors and shareholders at an Extraordinary General Meeting, the name can be changed and effective with the local authorities within 24 hours of the signed dated of the resolutions and its filing.
25I want to transfer my shares in the company to the other shareholders or a new shareholder. How quickly can I do it?
Relevant directors resolutions and relevant share transfer must prepared and duly signed. Once signed and dated, the filing with the authorities must be done within 14 days calendar days. If there is late filing, there will be a late filing charge and the amount will depend on how late is the filing.
A sale and purchase agreement must be provided to IRAS according to the latest March 2017 regulations.
A stamp duty must also be paid. For a transaction of about SGD 1,000,000 (USD 733,000), the stamp duty is SGD 2,000 (USD 1,468) and must be within 14 days to the relevant authorities.
The valuation of the sale of the shares do not need to be reviewed by a third party unless the parties require so. It is not a local nor statutory requirements.
26What can I pay the paid up capital of my company?
It can be SGD 1 to any other sum (EG.: SGD 1,000, OR SGD 10,000 OR SGD 50,000, etc.). it can be in any other currencies too. The paid up capital should be a number easy to be divided by a number of shares. The paid up capital will need to be paid in the bank account soon after the incorporation.
If you wish to apply for employment pass, we suggest a higher paid up capital to meet the Ministry of Manpower requirements who will look at the sustainability of the business and its paid up capital.
27How easy is it to increase the paid up capital of my company at a later stage?
It is relatively easy and quick. You will need directors’ resolution duly signed at an Extraordinary General Meeting and filed with ACRA.
28A director of my company is moving out of Singapore and he wishes to resign. What is the process?
A few documents are required:
- A resignation letter must be signed the resigning director;
- An appointment letter must be signed by the new director, if replacing the resigning director or appointing a local director;
- Directors resolutions are required;
- Form 45 signed by the new director is required; andF
- iling with ACRA is required within 14 calendar days of the signed dates of the documents above. If filing is not done within the prescribed time, a late filing fine will be incurred. The amount of the fine will vary depending on how late is the filing done.
29Can I used my apartment or my friend’s apartment for the registered address?
Yes, you can. There is no legal requirement prohibiting you to use that address. However, if it is your friend’s address, you need to make sure this person provides you with all the mail received as authorities will use that address to send official documents. If you believe there will be confidential issue, you may not want to use your friend’s address!
30Can I used a service office for the registered address of my company?
31Is it true that I can be in trouble and fined if the letterhead of my company doesn’t mention the UEN ID number of my company?
It is a requirement by law to list your company name and UEN number on your letterhead.