Singapore is a lively international business center – and a perfect place where you can start and develop a business.
To get a company registered in Singapore, all Singapore-registered incorporation service providers (alternatively called filing agents) are required to adhere to certain legal requirements that mandatorily include conducting KYC (know-your-client). It is highly probable that your attendance in person may be required in Singapore for getting your company’s corporate bank account opened.
Putting in place a new commercial establishment can be an intimidating experience. At the same time, it can also be a sensational one. Most of the people are filled with confusion when coping with all the obligations set by the concerned authorities, concerning the process of registering a business in Singapore.
If you are a foreign individual keen on registering a company in Singapore, you will be required to get help from a local business registration provider as they do not have the permission to self-register a new company in Singapore.
The Accounting & Corporate Regulatory Authority (ACRA), which also acts as the Company Registrar of Singapore, governs the procedures for company registration in Singapore. Once you have decided to establish a new company or move an already operating one to the city-state, you must ensure to comply with the criteria framed by ACRA.
The time taken to register a Private Limited Company in Singapore often ranges from 2 hours to 2 days, depending on how long it takes for ACRA to approve it (which depends on its receipt of all properly signed paperwork), along with the designing of the company’s constitution.
Registering a company in Singapore becomes essential in case you are implementing any operation for profit continuously, except in the case of exemptions. You must be at least 18 years old to register a company in Singapore.
In the event of you being a foreigner wishing to set up a business entity in Singapore, you must fulfil the following criteria:
To register a company in Singapore, you must have a minimum of one local director.
The director must be a standard resident in Singapore (can be a Singapore citizen or a Singapore Permanent Resident, or an individual who is an EntrePass, Employment Pass or Dependent’s Pass holder).
A Singapore company can have any number of local or foreign directors that it may appoint. The minimum age of directors must be 18 years and they must be free of any bankruptcy or malpractice charges and have a clear record in the past.
There are no conditions that stop directors from being shareholders. On the other hand, even non-shareholders can be designated as directors.
A Singapore, it is possible for a private limited company to hire at least one and at the most 50 shareholders. A shareholder may either be a common individual or a legal entity such as another company or a trust.
Singapore firms can have 100% local or foreign owners. It is permissible to issue new shares or transfer current to a separate individual once the company has already been registered.
In line with the Singapore Companies Act, all firms are to mandatorily hire a qualified company secretary, not later than 6 months after the incorporation. Only a natural individual who is a natural resident in Singapore can qualify to become the company secretary.
It is worth stressing that in the event of only a sole director/shareholder, the same person can hold the position of a company secretary as well. It is prohibited to leave the post of the company secretary unoccupied for more than 6 months at a stretch.
The least paid-up capital to get a Singapore company registered is S$1. The paid-up capital (or share capital) can be hiked any time after the company has been incorporated.
For the sake of registering a Singapore company, a domestic Singapore address is required to be the company’s registered address. The registered address has to be a physical address (this may be either a business or home address). A P.O. Box cannot be the registered address.
Based on the HDB’s Home Office Scheme, persons are also allowed to use their residential address as the business address. This scheme applies to both, HDB and private properties.
In case you intend to use your address of residence as your business address, it is advisable to check with the concerned authorities. Qualifying house owners/tenants require prior authorization from the HDB and those who own private residential property, need compulsory approval from the URA.
In the case of Singapore firms, the registered office in Singapore must be both functioning as well as within accessibility of the public through normal business hours.
Singapore charges a corporate tax rate of 17%. Singapore registered companies enjoy very attractive tax exemptions and incentives. For instance, a new start-up company will be exempted from paying tax on S$200,000 of the initial S$300,000 taxable earnings.
It is noteworthy that capital gains or dividend taxes do not exist for Singapore companies.
ACRA has made the procedures to register a company completely electronic in Singapore. In normal circumstances, it takes 1-2 days for a company to be incorporated.
For registration of a business, it is necessary for the candidate to log onto BizFile+ using his ID number and SingPass. Else, the applicant also has the choice to hire a registered filing agent (such as a Singapore-based business establishment agency), in case the applicant has no SingPass.
For registering a Singapore company, the first step is to essentially get the proposed name for the company approved. This approval can be acquired by filing an application with ACRA. To check whether a shortlisted name has already been reserved, you will be required to search on BizFile+.
Usually, it does not take more than an hour for the name to be approved/rejected, subject to the proposed name having certain terms (such as bank, finance, law, media and the likes) that may require the corresponding external government authority to review and approve it. In such a case, the name approval may come a few days or weeks later.
For increasing the probability of getting your company name approved faster, you must ensure that the planned name:
· Is not much like an already operating local company name
· Does not violate any copyrights
· Does not sound offensive or rude
· Has not been taken by any other company already
The reservation of an approved name lasts for 60 days since the date it has been applied for. This period can get an extension for another 60 days by way of an extension request that can be filed just before it expires.
Registering a Company in Singapore comprises submitting a company constitution (that was earlier referred to as Memorandum and Articles of Association) to ACRA.
The constitution is a legal instrument that aligns rules and policies on the internal governance of a company, its hierarchy, the entitlement and liaisons of its shareholders and other rules essential for the operation of the company. This document is normally seen by attorneys as a component of the incorporation process.
In the event of preparing a company constitution right from the basics, you can get to see several sample Constitutions here.
After the selection of your company name, address and formulating your constitution to be submitted, you can go ahead and complete the other requirements on BizFile+. Other essential details comprise shares information and also particulars of the directors and company officers.
The registration fee is S$315. After payment of the fee, it barely takes more than 15 minutes to set up a company. In case, the application is sent to be evaluated for approval, for example where the company intends to establish a school, the layout process would range from 14 days to 2 months.
To register a company in Singapore, ACRA has set requisites for provision of the following details:
ACRA will issue several documents confirming the incorporation of the company, which include:
As per its process, ACRA sends an official email message that confirms that the company has been incorporated. The email notification will comprise the company registration number and it is regarded as the official certificate of registration in Singapore.
A printed copy of the certification of incorporation is henceforth issued as a standard because, in normal circumstances, it is not mandatory in Singapore. A hardcopy can be acquired on request made online to ACRA, only after the company has been registered. A fee of around S$50 shall apply and the printed copy can be obtained from the office of ACRA, on the next business day.
A business profile along with the company details can be acquired from ACRA through an online request on BizFile+.
By and large, the document (a PDF file) can be downloaded in just an hour after the request and its contents are as follows:
From the above-listed documents, email notification of incorporation and company business profile are enough in Singapore for all legal and contractual matters, inclusive of the opening of corporate bank accounts, signing office lease, telephone/internet services subscription and others.
In addition to the constitution of the company, there is one more formal paper that is mandatory for the registration process of your company in Singapore. This is the shareholder agreement.
This agreement is a paper that makes clear the norms and standards of the management of a company. It also has details about the relations between different players like directors, shareholders and managers.
A shareholder agreement adds value to the company constitution by including certain rules, even when they are not within its ambit.
A detailed shareholder agreement allows for smooth management of the company and minimizes disputes between various business parties in the company.
Once the company has been registered successfully with ACRA, you might be required to file an application for a license or permit prior to starting business operations.
Applications for new licenses can also be filed via the GoBusiness Licensing portal (previously referred to as the LicenceOne portal), a single-window portal, using which entrepreneurs can apply for more than one licenses all at the same time, using a simple application and method of paying.
All you need to do is select the ‘Self-Service’ option
to apply to the concerned body.
If you intend to register a company in the food and beverage industry, GoBusiness Licensing has rolled out a new Guided Journey feature, to help you identify and apply for the essential licenses.
To access the Guided Journey feature, you must be a CorpPass user. This facility will be implemented in all other sectors in the times to come.
Registration for Goods and Services Tax (GST) with the Inland Revenue Authority of Singapore (IRAS) is easy when done via BizFile+. In majority of the situations, it is not mandatory to register for GST in the case of companies having a turnover that is more than $1 million, continuously for one entire year (12 months) OR even when the business owner anticipates the turnover to surpass the figure of $1 million in the coming 12 months.
It is possible to get a trademark registered with the Intellectual Property Office of Singapore (IPOS) via BizFile+. A trademark is a unique symbol that helps you distinguish your business’ goods or services from those of other entrepreneurs.
Your company name or logo can be portrayed in a graphical form.
To open a corporate bank account, you may file an application with the Bank of China, DBS Bank, Maybank, OCBC Bank, State Bank of India or UOB via BizFile+ just after you are done with the registration.
Once a new business entity has been registered, you are permitted to reserve a maximum of five choicest domain names (that end with “.com.sg” or “.sg”) with the Singapore Network Information Centre (SGNIC) via BizFile+. In the event of the reserved names being available for registration, you will receive a prompt notification.
In collaboration with Singapore Customs, ACRA has made it easier for business entities, keen on engaging in commercial ventures, to start their Customs Account. New traders can use the UEN Custom Accounts to apply for import, export, or trans-shipment permits or certificates, via TradeNet®.
You can use BizFile+ to subscribe to the GeBIZ Alerts service. GeBIZ Alerts is an e-service offering from Enterprise Singapore which keeps subscribers informed about the latest Government procurement prospects published on the Government Electronic (GeBIZ) portal, according to their choices.
Each year, Singapore experiences a massive arrival of talent from all over the world. The cause behind this strong liking is Singapore’s highly business-friendly atmosphere.
This write-up has been very promising and backed by data on the topic of Singapore company registration. It clarifies many concerns of applicants keen on registering a company in Singapore.
We recommend our clients to register the type of company that suits their purposes in the best ways.
Selection of the appropriate business arrangement for company registration in Singapore is a major decision since it can impact the tax applicable to the new undertaking.
Do get in touch with us for more information and getting your company easily registered in Singapore.
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