You Should Definitely Talk to Us About Company Registration:


Company Registration Singapore

  • Setting Up A Company

    Key Information Before Incorporating a Company

    1. Proposed Company Incorporation Name:
    2. Company Activity: (I) (II)
    3. Registered Office Address: We may provide the use of registered address at our professional firm office.
    4. Amount of Paid-Up Share Capital: Share capital of a company refers to the amount invested in the company for it to carry out its operations.
    5. Number of Shares of each Shareholder: NRIC / Passport copies of Directors / Shareholders] to [6. NRIC / Passport copies of Directors / Shareholders A company must have at least one locally resident director who is a Singapore Citizen, Singapore Permanent Resident, or an Employment Pass holder.
    6. Bestar Fee: S$720 (comprises ACRA fees, Business Profile, corporate secretarial & rubber stamp)

  • Appointing And Role Of A Company Secretary
    Appointment of Company Secretary

    Every company must appoint a company secretary who must be an individual residing in Singapore within 6 months of the date of its incorporation. The board of directors is responsible for appointing the Secretary and to decide his remuneration. It is important for you to ensure that a suitably qualified Company Secretary is appointed. The secretary may be lawyers, accountants, or chartered secretaries. At the time of appointment, the Secretary to-be should signify his consent to act in the relevant prescribed form.

    Role of the Company Secretary

    Companies are required by the Act to maintain and disclose information regarding the affairs of the company. It is the duty of the Secretary to do so by filing the company’s accounts and returns on time and maintaining the necessary registers. The key roles of the Company Secretary are as follows: Maintain the company Statutory Registers and Records

    The company secretary has to ensure that the following statutory registers (which are statutorily required) of the company are to be properly established, maintained and updated.

    • Register and Index of Members; Maintain the company’s register of members; supervise share allotments, issues and transfers and deal with other matters affecting shareholdings and queries from shareholders.
    • Register of Transfers;
    • Register of Directors, Managers, Secretaries and Auditors;
    • Register of Debenture Holders and copies of Trust Deeds;
    • Register of Substantial Shareholders;
    • Register of Directors’ Interests in Shares, Debentures, Participatory Interests;
    • Rights, Options and Contracts to which the director is a party or under which he/she is entitled to a benefit;
    • Register of Company Charges and the Instruments creating the Charges;
    • Register of Interest Holders (interests other than shares, debentures, etc);
    • Branch Registers;
    • Minutes Books of Members’ Meetings; and
    • Minutes Books of Directors’ Meetings.

    File Statutory Returns

    He or she also has to prepare and ensure timely lodgment of all the following matters (concerning changes relating to the company) that are required to be filed with ACRA:

    • Annual Returns;
    • Notices of share transfers;
    • Amendments to Memorandum & Articles of Association;
    • Returns of allotments of shares;
    • Notices of appointment, removal & resignation of directors and the secretary;
    • Notices of removal or resignation of the auditors;
    • Change of registered office. Notify ACRA of changes in the company’s registered address and ensure the provision of facilities for the public inspection of company documents;
    • Resolutions in accordance with the Act;
    • Arrange for the Annual General Meeting and ensure that it is held in compliance with the Act and the company’s Articles;

    – Formulate meeting agendas with the chairman;

    – Advise management on content and organisation of memoranda for meetings;

    – Prepare and issue notices of meeting to members and shareholders;

    – Co-ordinate the publication and distribution of the company’s annual report;

    – Distribute proxy forms;

    – Attend meetings;

    – Facilitate the company’s formal decision making and reporting process;

    – Ensure that voting is carried out accurately;

    – Prepare minutes of meetings;

    – Certify copies of minutes and ensure the correct procedures are followed;

    – Maintain minute books.

    Memorandum and Articles of Association To be familiar and ensure compliance with the company’s Memorandum and Articles of association and to periodically update the documents in response to the changes in laws and practice. Ensure that amendments made to these documents are in accordance with proper procedures. Company Seal To ensure the safe custody and proper use of the company seal, if any.

    Fees

    Bestar’s company secretarial fee is S$280 a year.

  • Appointing An Auditor
    Appointing an Auditor

    A company shall appoint an auditor within 3 months from the date of its incorporation, unless it is exempted from audit requirements. Your company qualifies for the exemption if it:

    • has 20 or fewer shareholders and has no corporate shareholder and with revenue not more than S$5 million for the financial year.
    • is dormant for the financial year.

  • Filing Annual Returns (ARs)
    Requirements for companies to hold Annual General Meeting (AGM) and file Annual Returns (ARs)

    A company is required to hold its first Annual General Meeting (AGM) within 18 months after its incorporation. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months. At the AGM, directors shall present a true and fair view of the company’s accounts to their shareholders. Accounts presented at the AGM shall be made up to a date not more than 6 months before the AGM All companies are required to file their Annual Returns with the Registrar within one month after the AGM. The company can engage the services of Bestar to file the Annual Return. Requirements for companies to file accounts with Annual Return submission Please refer to the table below to determine if a company needs to file accounts with their Annual Return submission.

    Filing Requirements

    Solvent

    Insolvent

    Small EPC (EPC with annual revenue up to S$5 million or less) need not attach accounts; to complete an online declaration of solvency instead must file accounts
    Normal EPC (EPC with annual revenue more than S$5 million) need not attach accounts; to complete an online declaration of solvency instead must file accounts
    Dormant EPC need not attach accounts; to complete an online declaration of solvency instead must file accounts
    Private Company (A company limited by shares with at most 50 shareholders) Active Must file accounts Dormant must file accounts

    Companies which are required to file their financial statements with ACRA are required to file a full set of financial statements in XBRL format.

  • Applying For An Employment Pass
    Employment Pass

    Any foreigner who wishes to work in Singapore as an employee, including as a salaried director, would have to apply for an appropriate work pass, e.g., an Employment Pass from the Ministry of Manpower (MOM). Eligibility for Employment Pass The Employment Pass to work in Singapore is for foreign professionals who: Have a job offer in Singapore. Work in a managerial, executive or specialised job. Earn a fixed monthly salary of minimum $3,300 (more experienced candidates need higher salaries). Young graduates from good institutions can qualify if they earn at least $3,300. Older, more experienced candidates need higher salaries to qualify. Have acceptable qualifications, usually a good university degree, professional qualifications or specialist skills. Candidates without acceptable qualifications may not necessarily be rejected. Similarly, having acceptable qualifications do not guarantee approval. MOM looks at other factors such as proven track records and exceptional skill sets on a case-by-case basis.

    Documents required

    You will need these documents to apply for an Employment Pass: For documents not in English, you will need an English translation and a copy of the original document. The translation can be done by a translation service provider, embassy or notary public.

    Passes for family of Employment Pass holders

    As an Employment Pass holder, you can bring in family members (spouse and unmarried children under 21) on Dependant’s Pass in Singapore if you earn at least $4,000 a month. Only EP holders earning at least $8,000 can bring in parents on Long Term Visit Pass.

    Fees

    When we submit the application:

    • Bestar fee S$350 for each pass (does not include application, pass issuance & visa fees)
    • When the pass is issued:
    • S$150 for each pass
    • S$30 for each Multiple Journey visa (if applicable)

  • Tax Exemption Scheme for New Start-Up Companies

    A newly incorporated company can claim for full tax exemption on the first $100,000 of normal chargeable income for its first three consecutive YAs. Your company should have no more than 20 shareholders throughout the basis period for that YA where: all of the shareholders are individuals beneficially and directly holding the shares in their own names; or at least one shareholder is an individual beneficially and directly holding at least 10% of the issued ordinary shares of the company. A further 50% exemption is given on the next $200,000 of the normal chargeable income for the first three YAs.

    Basis Period and Year of Assessment

    The income of a company is assessed to tax on a preceding financial year basis. Year of Assessment (YA) refers to the year in which income tax is assessed on the company. For example, in year 2014, the relevant YA is YA 2014. The basis period for a particular YA is the financial year ending in the year preceding that YA. For example: If your financial year-end is 31 Mar of each year, the basis period for YA 2014 is 1 Apr 2012 to 31 Mar 2013. This means that for YA 2014, the company’s income from 1 Apr 2012 to 31 Mar 2013 will be assessed to tax. If your financial year-end is 31 Dec of each year, the basis period for YA 2014 is 1 Jan 2013 to 31 Dec 2013. This means that for YA 2014, the company’s income from 1 Jan 2013 to 31 Dec 2013 will be assessed to tax.

    Tax rates  

    A company is taxed at a flat rate of 17% on its chargeable income regardless of whether it is a local or foreign company. Partial tax exemption Companies, including companies limited by guarantee will enjoy the partial tax exemption. The tax exemption / rebate for each Year of Assessment (YA) are as follows: YA 2016 and YA 2017 Companies will be granted a 30% Corporate Income Tax Rebate capped at $20,000 for each YA. YA 2013, YA 2014 and 2015 Companies will be granted a 30% Corporate Income Tax Rebate capped at $30,000 for each YA.