Setting up a company in Singapore is a structured process that involves several steps. Here's a detailed guide on how to set up a company and the key considerations:
Steps to Set Up a Company in Singapore
Choose a Business Structure:
Decide on the type of business entity that best suits your needs, such as a Private Limited Company (Pte Ltd), Sole Proprietorship, or Limited Liability Partnership (LLP). For foreign investors, the Private Limited Company (Pte Ltd) is the most common choice due to its flexibility and benefits. Notably, there are no minimum local shareholding requirements for a Private Limited Company, making it an attractive option for international business owners.
Company Name Registration:
Ensure the company name is unique and not identical or too similar to existing entities. A Corporate Service Provider (CSP) in Singapore can assist you in checking the availability of your desired name. It is advisable to provide three variations of names to check, allowing you to choose the one that is available.
KYC Documents:
When you engage a corporate service provider (CSP) to assist with the incorporation of your company, the CSP is required to conduct Know Your Customer (KYC) checks and a risk assessment before providing their services. The CSP reserves the right to decline their services if they determine that the company or its officers pose a high risk. The following documents are typically required for the KYC evaluation:
NRIC Copies: For local directors and shareholders.
Passport Copies: For foreign directors and shareholders, which must be verified as true copies.
Proof of Residential Address: For foreign directors and shareholders, such as bank statements, utility bills, or a tenancy agreement that reflects their name and address.
Client Due Diligence Form: This form must be completed, along with a declaration of any political involvement or relationships.
Declaration of Beneficial Owners: A statement identifying the individuals who ultimately own or control the company.
Prepare the Required Documents:
Company Constitution (formerly known as Memorandum and Articles of Association): Outline the company’s regulations. Typically, companies may use the standard version provided by ACRA.
Directors and Shareholders: Minimum of one director who is a Singapore resident (citizen, PR, or holder of an EntrePass, Employment Pass, or Dependent Pass). Companies may engage a Corporate Service Provider (CSP) for nominee director services if needed.
Company Secretary: Must be appointed within six months of incorporation. The company secretary must be a resident of Singapore.
Registered Address: A local physical address (P.O. Boxes are not allowed).
Submit the Incorporation Application:
The CSP will submit the application via ACRA’s online platform, BizFile+. The incorporation fee (S$15 for the name application and S$300 for the incorporation which is payable to ACRA).
Post-Incorporation Procedures:
Corporate Bank Account: Open a corporate bank account in Singapore.
Register a CorpPass Account: Set up a CorpPass admin account to gain access to transact on the government portal.
Business Licenses and Permits: Depending on the business activities, apply for the necessary licenses or permits.
Goods and Services Tax (GST) Registration: If your annual turnover exceeds S$1 million, you must register for GST. However, you may voluntary register for GST when the company satisfy the qualifying conditions and the benefits outweighs the cost of being a GST registered company.
Central Provident Fund (CPF) Registration: If you have employees, register for CPF to make mandatory social security contributions.
Key Considerations When Setting Up a Company
Regulatory Compliance:
Stay compliant with ACRA and other regulatory bodies. File annual returns, maintain proper records, and hold annual general meetings (AGMs).
Taxation:
Understand Singapore’s tax system, corporate tax rates, and incentives. Singapore offers attractive tax incentives for startups and SMEs.
Work Passes:
If you plan to hire foreign employees, ensure you understand the work pass requirements and application processes.
Business Licenses:
Certain business activities require specific licenses. Ensure you research and obtain the necessary approvals.
Accounting and Bookkeeping:
Implement a robust accounting system. Consider using cloud accounting services for real-time access and efficient financial management.
Legal Compliance:
Ensure your company’s operations comply with local laws, including employment laws, data protection regulations, and industry-specific regulations.
Corporate Secretarial Services:
Engaging a corporate secretarial service can help manage statutory compliance and corporate governance matters.
Growth and Scalability:
Plan for future growth and scalability. This includes understanding market opportunities, funding options, and expansion strategies.
By following these steps and considerations, you can effectively set up and manage a company in Singapore, ensuring compliance and positioning your business for success. If you need professional assistance, firms like Account-Ink Pte Ltd can provide comprehensive support throughout the incorporation process and beyond.
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