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Incorporation Guideline

Where business made easy

Information about Company Formation

A legal entity separate and distinct from its shareholders and directors

  • Exempt Private Company –20 shareholders or less and no corporation holds beneficial interest in the company’s shares
  • Private Company –50 shareholders or less
  • Public Company – can have more than 50 shareholders

Advantage of Private Limited Company

  • A separate legal entity
  • Owners have limited liability
  • Can sue or be sued in its own name
  • Can own property
  • Shareholders not personally liable for debts and losses of company
  • The company, as a separate legal entity, does not cease to exist if one or more of its shareholders die
  • Its corporate existence lasts as long as its shareholders decide it should. A company’s life is usually perpetual
  • Ownership of a company can be transferred and additional shareholders can be appointed

Issues on Private Limited Company

  • More cost involved in setting up and maintain
  • More formalities and procedures to comply with
  • Must appoint a company secretary within 6 months of in-corporation
  • Must appoint an auditor within 3 months after incorporation unless the company is exempt from audit requirements
  • Annual Returns must be filed
  • Statutory requirements for general meetings, directors, company secretary, share allotments, etc.

The Main Advantages:

  • Minimum capital of 1.00 S$ needed
  • 100% foreign share holders permitted
  • Only 1 share-holder and one director required in the new ruling
  • Tax allowances for the first 3 years
  • Maximum corporate tax rate of only 17%
  • Free capital transfer
  • No taxes on sales profits and dividends

Singapore Company Bank Account Opening

Opening of bank accounts for Singapore companies can be done via any bank of your choice. In case you do not have a specific preference we can organise for bankers from Standard Chartered, OCBC  to come to our office to facilitate bank account opening. Most other banks require a visit to a nearest branch for bank opening formalities. Hence it is preferable for owners to visit Singapore once to clear all banking formalities. Online and mobile banking can be set up rather easily during account opening.

Documents required

  1. Copies of Passport for Directors and majority shareholders of the company
  2. In case of change of address from that provided in the passport, a copy of certified utility bill (other than mobile bill) may be required
  3. Memorandum and Articles of Association of the Singapore company self certified by the Director/Secretary of the Company
  4.  Bizprofile of the Singapore company

Overseas Company Bank Account Opening

It is common for clients to open companies in overseas jurisdictions like BVIand Seychelles and also to open bank accounts for these companies from Singapore.

For overseas company how ever there are more documentation require. Most banks also conduct a due diligence exercise independently based on the jurisdiction of the banks. The cost of the same is separate and is payable directly to the bank.

Documents required

  • Certificate of Incorporation
  • Certificate of Incumbency (COI) + (min. 3 months validity)
  • Certificate of Good Standing (COGS) ,(required if company incorporated more than 12  months + min. 3 months validity)
  • Memorandum & Articles of Association
  • Declaration of Trust (Required if Registered Shareholders are Nominee Shareholders) [β]
  • Register of Shareholders / Members
  • Register of Directors / Officers
  • Form for Declaration of Beneficial Ownership
  • Customer’s consent for overseas agent to disclose information on a/c
  • Form for Declaration of Company’s Details

For more information on singapore company incorporation, view our Services