How to set up a company in Singapore

Practical Guide

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Which corporate form is recommended for setting up a sole shareholder subsidiary company in Singapore and why?

A private limited liability company, which can be uninominal and does not require particular formalities.

What are the requirements for capital and ownership of quotas or shares by foreign companies in Singapore?

S$1.00 is the ordinary minimum share capital.

Provided a (foreign) investor passes the KYC and AML tests conducted by the corporate service providers and the banking institution that are entrusted in principle with the establishment of a company and the receiving of the money, there are no restrictions to foreign ownership of a Maltese company.

What are the requirements for the corporate governance of the company in Singapore?

Upon establishment of the company, the following key figures must be appointed:

  • Director(s);
  • Corporate secretary.

At least one director must be citizen or permanent resident of Singapore. There may be additional directors who are neither citizens nor permanent residents of Singapore, but it should be noted that their compensation, if any, is taxed at a flat rate of 20%.

Corporate secretaries are a familiar figure in Common Law jurisdictions, but not so much in Civil Law ones. They hold a more administrative position and are responsible for keeping the minutes book both for general meetings and directors’ meetings, for the upkeep of registers of members for ensuring that proper notices are given of all meetings and that all returns and documents of the company are prepared and registered with MAS and other regulatory entities within the requirements of the law.

Every year, Companies must hold an annual general meeting.

With the exception of certain revenue levels or types of business there is no VAT in Singapore (its somewhat equivaled being called “GST”), so usually newly established companies do not need worry about this.

What are the legal requirements a foreign company should comply with when incorporating a subsidiary in Singapore?

There are no particular requirements the shareholders must comply with when incorporating a company in Singapore, but it is important that they select the right corporate service providers and consider the tax consequences in the jurisdiction of origin as well as the legal and tax advantages offered by Singapore.

With regard to the tax advantages, it may be worth considering that Singapore only taxes locally sourced income and offers advantageous “start-up bonuses”, i.e. significant tax reductions for the first three years of the company, in addition to rebates given to most businesses, which de facto reduce the flat income tax rate of 17%.

Regarding legal advantages, it is worth noting that Singapore is a very efficient rule of law Country, ranking in the very first positions in all surveys of this sort. English is one of its official languages and the Country is a signatory to several free trade and other agreements, including the US – Singapore Free Trade Agreement (USSFTA), the European Union – Singapore Free Trade Agreement (EUSFTA), ASEAN (Association of South East Asian Nations) and the RCEP (the Regional Comprehensive Economic Partnership with ASEAN Member States, Australia, New Zealand, China, Japan and South Korea). This, in addition to its location, efficiency, pioneering legislation, safety and other advantages, places Singapore and the jurisdiction of choice for regional and worldwide headquarters.

What is the process for the incorporation of the subsidiary in Singapore?

A preliminary full KYC/AML screening as per MAS, OCSE and Financial Task Force on the shareholders/directors is conducted by the corporate service providers entrusted with the incorporation of the company.

Upon onboarding, this is followed by the drafting of a customized M&AA/Constitution for the company, compliant with local law and ACRA rules, and identification of the appropriate formal business category description for the company.

The shareholder must provide with the corporate service provider with up to three potentially available names in order of preference.

Incorporation usually takes just a few days, after which an Acra Bizfile printout extract, Certificate of Incorporation, is issued.

It is worth noting that no notarized document is required for incorporation.

What are the usual challenges for foreign companies setting up a subsidiary in Singapore?

It is essential to use professional lawyers and corporate service providers: a low-cost option may result in severe mistakes, penalties and fines.

Apart from this, as long as company officers and shareholders adopt a tidy and clean approach to the running of their business (e.g. proper and timely invoicing reflected in bank account movements) there are no particular challenges, provided the professionals selected are familiar in dealing with international businesses, cross-cultural management and the consequences of their decisions internationally.

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