Prepared for directors of Singapore private limited companies. As of September 2013 STARTING A COMPANY IN SINGAPORE: INTRODUCTION
Starting a company_in_singapore_introduction-v2
Nov 16, 2014
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Prepared for directors of Singapore private limited companies.As of September 2013
STARTING A COMPANY IN SINGAPORE: INTRODUCTION
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FUTUREBOOKS SERVICES
Incorporation , company secretary, work passes
Bookkeeping, annual financials and company tax
Sale of the business
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LAUNCH YOUR BIG IDEA
STRUCTURES AND COMPLIANCE
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LEGAL STRUCTURES: LOCAL DIRECTORS
Sole proprietorship
Unlimited liability but low cost of compliance
Two distinct position of owner + manager
Cost effective <S$100k in revenue
Annual Renewal
Private limited
Limited liability but high cost of compliance
Enjoy separation of Directors + shareholders
Cost effective >$S100k in revenue
Annual filing
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LEGAL STRUCTURES: FOREIGN DIRECTORS
Representative company
Scouting to find business but NO trade permitted.
Requires a established overseas parent
Annual Renewal + filing
Max validity - 3yrs
Private limited
No restriction on Activities
Minimum requirements on shareholders
Only Annual filings
Perpetual succession
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IMPORTANT GOVT BODIES
Body Purpose Contact
Accounting and Corporate Regulatory Authority Singapore(ACRA)
Company +65 6248 6028
Inland Revenue Authority of Singapore (IRAS)
Tax +65 6356 8622
Ministry of Manpower (MOM) Employment +65 6438 5122
International Enterprise Singapore (IE Singapore)
Rep Office +65 6337 6628
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COMPLIANCE WITH ACRA’S BIG 4
1. Local director
2. Company secretary
3. Registered mailing address
4. Audit firm (under some circumstances)
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#1 APPOINTING A LOCAL DIRECTOR
Resident of Singapore (can be a foreigner holding a valid work pass).
18 years or above.
Can be employed by another firm, but normally must seek permission from employer and MOM.
Nominee directors are a substitute (when there are no local directors).
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#2 REGISTERED MAILING ADDRESS
Normally a commercial address where the Company will be situated.
Company address must be in Singapore.
ACRA prescribes a default work timings to be from 9am- 5pm.
Can be a condominium.
HDB dwellers need to seek special permission.
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#3 APPOINTING A COMPANY SECRETARY
Maintain the statutory registers?
Can I handle share transfers?
Can I file all mandatory returns on time?
Effect the changes in the Company?
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#4 APPOINTING AN AUDIT FIRM
Do I want to attend a planning meeting?
Will I answer email?
Will I get it done?
Will I maintain the budget?
INCORPORATING A PRIVATE LIMITED COMPANY
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COMPLETING AN INCORPORATION
Company name
Registered mailing address
SSIC code
Directors
• Local
• Foreigner
Shareholders
• Individual
• Corporate holding
Paid up capital
Shares
Company secretary
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#1 BIZFILE
Download
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#2 M+AA
Download
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#3 SHARE CERTIFICATE
Download
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#4 BOARD OF DIRECTORS RESOLUTION
Download
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COMPANY STAMP + SEAL
Company Seal must include
Full company name
UEN number
Company Stamp can include
Full company name
UEN number
Registered address
Do I need a company seal?
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Search for ‘Singapore incorporation’ on the App Store.
OPENING A CORPORATE BANK ACCOUNT
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STARTUP FRIENDLY BANKS
Account name Min. opening balance
Min. avg. daily balance
Directors living abroad
DBS Startup Entrepreneur Account
$500 $10,000 Easy
OCBC Business Entrepreneur
$500 $8,000 Easy
Standard Chartered BusinessOne none $10,000 Easy
UOB Current $1,000 $8,000 Hard
MayBank Company Current $3,000 $10,000 Hard
HSBC Business Vantage $30,000 $30,000 Hard
Citibank Commercial Bank $100,000 $50,000 Hard
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GET USED TO CORPORATE BANKING
Most require at least two directors or one director / company secretary to be present to open + close the account.
Two classes of signatories: authorised + transaction.
Min. amount to open the account and min. daily balance.
Internet banking is not intuitive. Cheques are represented often.
APPLYING FOR A WORK PASS
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LEGALLY WORKING IN SINGAPORE
MOST
DESIRABLE
LEAST
DESIRABLE
Employment pass
Entrepass
Permanent residency
SCENARIOS
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A LOCAL WHO WANTS TO TEST AN IDEA
Setup a sole proprietorship.
Pay tax at a personal income rate.
Convert later to a private limited company.
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A FOREIGNER WHO WANTS TO START A BUSINESS AND LIVE IN SINGAPORE
Incorporate a private limited company.
Apply for valid work pass from MOM.
Employ themselves as a director.
Pay a company rate of tax.
Pay monthly salary as per work pass
Pay personal tax
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A FOREIGNER WHO DOES NOT WISH TO LIVE IN SINGAPORE
Incorporate a private limited company.
Appoint a nominee director, and provide two foreign directors.
Make a foreigner or foreign company the shareholder.
Pay a company rate of tax.
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TERMS OF USE
Restrictions on Use of Contents1. Except as otherwise provided, the Contents of this Document shall not be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way, without the prior permission of FUTUREBOOKS PTE LTD. To use any parts of the Contents of this Document, the user must seek permission in writing, stating the c Contents for use; intent of use; manner of use; time frame of use and identity of the user. FUTUREBOOKS PTE LTD reserves the right to refuse permission without declaring reason(s); and/or if information submitted by user is deemed insufficient.2. You may view, download and print the Contents if:(a) the Contents are used for non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and(b) no alterations, additions or modifications of the Contents are made in any way(c) due acknowledgement is given to “FUTUREBOOKS PTE LTD” and citing the sources for the relevant data extracted.3. Modification of any of the Contents or use of the Contents for any other purpose will be a violation of FUTUREBOOKS PTE LTD ‘s copyright and other intellectual property rights. Graphics and images on this Document are protected by copyright and may
not be reproduced or appropriated in any manner without written permission of FUTUREBOOKS PTE LTD.4. Any request to otherwise reproduce the Contents from this Web Site for publication or commercial use should be addressed to: [email protected] of Warranties and Liability5. The Contents of this Document are provided on an “as is” basis without warranties of any kind. To the fullest extent permitted by law, FUTUREBOOKS PTE LTD does not warrant and hereby disclaims any warranty:(a) as to the accuracy, correctness, reliability, timeliness, non-infringement, title, merchantability or fitness for any particular purpose of the Contents of this Document;(b) that the Contents available through this Document or any functions associated therewith will be uninterrupted or error-free, or that defects will be corrected or that this Document and the server is and will be free of all viruses and/or other harmful elements.6. FUTUREBOOKS PTE LTD shall also not be liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the Document, including but not limited to any damage or loss suffered as a result of reliance on the Contents contained in or available from the Document.
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