OUR PRICES

The description of corporate structures and prices quoted below is serving as a general guide and may be subject to the most recent changes of the legislation in various jurisdictions. We invite you to contact us for the latest update and free quotation.

COUNTRY: Singapore

Singapore ‘offshore’ Company

There is no "offshore" legislation in Singapore. All private limited companies are incorporated under the same legislation - Singapore Companies Act, Chapter 50, whether they are doing business locally or "offshore".

Legal form: A private limited company is incorporated under the Singapore Companies Act, Chapter 50 and registered with Accounting & Corporate Regulatory Authority (ACRA). A Singapore Company is a separate legal entity from its owners and as such the owners of the company are generally not liable for the debts of the company. The most common type of company to be incorporated in Singapore is the private company limited by shares, commonly known as a private limited company. Shareholder's liability, in most cases. is limited to the amount they paid for.

Name of the company: Singapore private limited companies must use the suffix Pte.Ltd or Ltd. to denote limited liability. Names which suggest any connection to the UK head of state are generally prohibited and certain words which suggest specialist activity can only be used when the appropriate licenses have been obtained e.g. bank, financial institution, insurance, fund management, university, Chamber of Commerce and other similar names. Name resembling names of existing companies or which are undesirable or politically sensitive will be rejected.

Memorandum and Articles of Association: A company is incorporated in Singapore by application made to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.

Shareholders: With effect from 1 April 2004, there must be at least 1 shareholder who can either be an individual of any nationality or a corporate person.  Details of the shareholders must be filed and appear on the public file, but anonymity can be preserved by the use of nominee shareholders. Shares must be expressed in a fixed amount. "Bearer" shares or "No par value" shares are not permitted.

The share capital: There is no specific minimum capital requirement. The recommended authorized share capital is S$ 1,000. The minimum issued capital is one share of par value.

Directors of the company: With effect from 1 April 2004, Singapore private limited company can have one director who must be “ordinarily resident in Singapore” i.e. a Singapore Citizen, a Singapore Permanent Resident or a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass. Details of the directors appear on the public file, but anonymity can be preserved by the use of nominee directors. The director and the company secretary cannot be the same person.

Registered office and secretary: Every company, registered in Singapore is required to have a registered office and address there, which should be notified to the Registrar. Companies are required to appoint a qualified resident company secretary, who must be a natural person.

Taxation: Singapore sourced income is currently subject to a rate of taxation of 20 per cent from the tax year 2005 onwards. However, the effective tax rate can be reduced significantly (to 15%, 10% or even 0%) for businesses that qualify for tax incentives. A Singapore resident company is only taxed on Singapore sourced income and foreign income, which is remitted to Singapore. A non-resident Singapore company would pay tax only on Singapore source income.  

Audit and annual returns: For companies with annual turnover over S$5m, annual audited accounts are required to be filed with the Singapore Registrar, the accounts must be audited by a qualified Singapore auditor. However, Exempt companies are not required to have their accounts audited and annual accounts cab be filed without audit.
To be defined as Exempt company, the following conditions must be met : members of the company must not exceed 20, members of the company should be individuals and not a corporation, annual turnover should not exceed S$5m.

Meetings: Company meetings need not be held in Singapore. A new company must hold its first Annual General Meeting (“AGM”) within 18 months. Thereafter, the company must hold its subsequent AGM in every calendar year, and not more than 15 months from the last AGM.

Time needed for formation: Usually it is up to 1-5 working days.

In order to proceed with the formation of the Singapore company please visit our  how do I start  page and then proceed to  filling in our application form