Singapore Private Limited Company
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General
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Type of entity | Resident/Non Resident
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Type of law | Common
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Our time to establish a new company | 5 days
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Minimum government fees (excluding taxation) | S$365
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Corporate Taxation | Varies
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Double taxation treaty access | Yes
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Share Capital or Equivalent
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Standard currency | SGD$
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Permitted currencies | Any
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Minimum number of issued shares | 1
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Directors or Managers
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Minimum number | One
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Local required | Yes - one
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Publicly accessible records | Yes
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Location of meetings | Anywhere
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Members
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Minimum number | One
(Corporation or Individual)
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Publicly accessible records | Yes
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Location of meetings | Anywhere
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Company Secretary
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Required | Yes
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Local Required | Yes
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Accounts
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Requirement to prepare | Yes
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Audit requirements | Yes but there are exemptions
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Requirement to file accounts | Yes but there are exemptions
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Publicly accessible accounts | Yes but there are exemptions
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Other
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Requirement to file annual return | Yes
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Change in domicile permitted | No
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Introduction
Singapore is situated at the southern tip of the Malaysian Peninsula. Strategically located along the major shipping and air routes of Asia, it is the major nerve centre for trade and investments in the region.
Spanning just over 622 sq km, Singapore though small, is undoubtedly an advanced and bustling economy. It thrives on an excellent infrastructure, highly educated labour force, political stability and an efficient business environment. Singapore is an ideal holding company and headquarters location and a gateway for foreign investments in to the emerging economies of Asia, such as China, India, Vietnam, Indonesia and Thailand.
Population
Singapore has a population of approximately 4.35 million people. More than 75% are Chinese with the remaining 25%, mainly Malays, Indians and others. The different races live together with mutual respect and in racial harmony. The work force is well educated and hardworking and there is a high level of managerial and technical expertise available.
Political Structure
The People's Action Party, its single dominant ruling party since its independence in 1965, rules Singapore. There is no strong opposition party in Singapore.
The Singapore Government vigilantly plans, manages and administers the country's socio-economic development. Singapore is one of the world's most politically stable and corruption-free countries.
Infrastructure and Economy
Singapore has an excellent infrastructure with state of the art communication facilities and road transport system. It operates busy and efficient air and seaports and is a free port with no customs and excise duties on most items.
Singapore is also one of the leading international financial centres. Offshore investors are well served by representatives of most major international banks, financial institutions, investment management companies and accounting and legal firms.
The Singapore Government actively woos foreign investments with generous tax and financial incentives. This has successfully attracted numerous regional holding companies, corporate headquarters, business and service centres, group finance and treasury centres as well as investments in high tech industries, media and communications, shipping and financial services.
Language
The most commonly used official languages are English and to a lesser extent, Chinese, Malay and Tamil which are also official languages.
Currency
Singapore Dollar.
Exchange Control
None.
Type of Law
Common Law.
Principal Corporate Legislation
- The Companies Act.
- The Income Tax Act.
COMPANY INFORMATION
Type of Company for International Trade and Investment
Resident or non-resident company, foreign branch operation or a representative office.
Procedure to Incorporate
Submission of name approval, Memorandum and Articles of Association and details of shareholders & shareholdings, registered office address and appointments of directors, company secretary and statutory auditors.
Restrictions on Trading
Generally no restrictions except for financial services, education, media related or other politically sensitive businesses.
Powers of Company
A company incorporated in Singapore has the same powers as a natural person.
Language of Legislation and Corporate Documents
English.
Registered Office Required
Yes.
Time to Incorporate
5 days subject to name approval.
Name Restrictions
Name resembling names of existing companies or which are undesirable or politically sensitive will be rejected
Language of Name
Latin Alphabet
Names Requiring Consent or a Licence
Bank, financial institution, insurance, fund management, university, Chamber of Commerce and other similar names.
Suffixes to Denote Limited Liability
Private Limited or Pte Ltd for privately held companies.
Disclosure of Beneficial Ownership to Authorities
No.
COMPLIANCE
Authorised and Issued Share Capital
The concept of authorised share capital has been abolished in Jan 2006 and the minimum number of issued share is 1.
Classes of Shares Permitted
Ordinary shares, preference shares and redeemable preference shares.
Taxation
17% on income sourced in Singapore for Year Assessment 2010. However, the effective tax rate can be reduced significantly (to 15%/10% or even 0%) for businesses that qualify for tax incentives. Foreign sourced dividends, foreign branch profits and foreign sourced service income are exempt from tax and with its extensive tax treaties and unilateral tax reliefs, foreign dividends received in Singapore may generally be redistributed out of Singapore tax-free to the foreign investors.
In addition, Singapore's treaties are often negotiated very favourably and offer much reduced or even nil foreign withholding taxes on royalties, interests and dividends.
Double Taxation Agreements
Singapore has an extensive investment protection agreement and double tax treaty network. This includes most countries in the Asia-Pacific Region and countries in Europe, Africa and the Middle East. These countries include China, Indonesia, Thailand, Malaysia, Philippines, Vietnam, India, Japan, Korea, Australia, New Zealand, South Africa, United Kingdom, Netherlands, Germany, Switzerland, Sweden, France, Belgium, Finland and the United Arab Emirates.
Singapore is also one of the very few countries to have a tax treaty with Taiwan. This explains the popularity of Singapore holding companies for Taiwanese investments in to China and the region.
Licence Fees
Minimal annual statutory filing fees of approximately S$20.
Financial Statements Required
Annual audited accounts are required to be filed with the Registrar of companies. The accounts must be audited by a registered certified public accountant in Singapore. However, audit exemption is available to qualified companies.
Companies qualifying for audit exemptions are:
Exempt companies
- Members of the company do not exceed 20.
- Members of the company are individuals and not a corporation.
- Annual turnover does not exceed S$5m.
Dormant Companies
- Company that has no accounting transactions for the financial year in question or has not started business since its incorporation.
Directors
A minimum of one (for both individual and corporate shareholders), who must be a Singapore resident individual. To fulfill this requirement, Europe Emirates Consultancycould assist you in appointing a Singapore professional director. A foreigner who wants to register a new company in Singapore and act as a resident director of the company or operate the company, a valid pass must be obtained from the government first.
Company Secretary
Companies are required to appoint a resident company secretary, who must be a natural person.
Shareholders
A minimum of one shareholder is required. Shareholders may be corporations or individuals. 100% foreign ownership is allowed.
Disclaimer
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. Europe Emirates Consultancy does not accept any responsibility, legal or otherwise, for any errors or omission.
Information