Registering a Company in Singapore
What are the advantages and disadvantages of registering a Company in Singapore?
Advantages:
1. A robust economy - The Singapore economy is one of the most stable in the world, with no foreign debt, high government revenue and a consistently positive surplus. The Singapore economy is mainly driven by exports in electronics manufacturing and machinery, financial services, tourism, and it is the world’s busiest cargo seaport.
2. Attractive tax system - Singapore has one of the world’s simplest and most rational tax system. There are no capital gains tax, shares and assets can be bought or sold tax-free, and no tax on dividends. This makes the country particularly attractive to entrepreneurs who want to incorporate and build a new business. In addition, Singapore has an extensive network of Avoidance of Double Taxation Agreements with over 50 countries. These agreements are designed to ensure that economic transactions between Singapore and the treaty country do not suffer from double taxation (e.g. withholding tax on profit repatriation).
3. 100% foreign ownership and no currency controls - Singapore allows a foreigner to own 100% of the stock of a Singapore incorporated company. There are also no restrictions on the amount of capital that you can bring from your home country to invest in your Singapore company. In addition, there is no restriction on the movement of foreign currency into or out of the country.
4. Ease of incorporation and operation - Singapore has one of the most efficient and bureaucracy-free regulatory framework in the world. The requirements for incorporating a company are straightforward and the procedure for doing so is simple. Generally, it takes less than a day to incorporate a new company.
5. Productive workplace - Singaporeans have a reputation for being hardworking, rule-following, productive and highly educated. In addition, Singapore’s liberal immigration policy brings global talent into the country. It is easy for a foreign professional to obtain and maintain work visas or permanent residence status.
6. Infrastructure - Singapore has jumped up two places to claim the number one spot in the 2021 Infrastructure Index. The city state is ranked first across indicators of economic status, political stability and ease of doing business, and scores highly as an investor-friendly tax environment.
7. Rule of Law - The government and its officials and agents are accountable under the law. The laws are clear, publicised, stable, and fair, protecting fundamental rights, including the security of persons and property. The process by which the laws are enacted, administered, and enforced is accessible, fair, and efficient.
8. No corruption - Singapore has virtually no corruption because (i) most government officials are very well paid, (ii) very harsh punishments are imposed for corruption, and (iii) the country’s founder, Mr Lee Kuan Yew sets a very high bar for moral rectitude and led the country by example.
9. English speaking workforce - Nearly every young or middle-age Singaporean speaks English. Singaporeans are some of the most productive and well trained workers in the world. The country’s excellent education system produces a workforce that is good at what it does, yet on wages it is extremely competitive with other countries.
10. Professional Image - Singapore is perceived as a rule abiding, well-functioning, modern and honest country. By locating your business in Singapore, you will signal professionalism and quality to your customers, partners and suppliers. The first impression they will have of your business will be that of a professional, competent, honest, and well-run firm.
11. Various Business Support - Generous government grants are available to Singapore Companies, helping them to kick start, digitalise and expand their business.
Disadvantages:
1. Local Company Director - Under the Singapore Companies Act, every company is required to have at least one local resident director.
2. Complying with the Common Reporting Standard - Singapore has committed to implementing the Common Reporting Standard (CRS) and the first exchange will take place by September 2018. Under CRS, new entities will be classified for CRS purposes. They are also required to keep registers of controllers and nominee directors.
3. Opening of corporate bank account - With the implementation of global information exchange regulations, such as the Foreign Account Tax Compliance Act (FATCA) and CRS, companies can expect stricter compliance checks and Know Your Customers (KYC) requirements from the banks. They will be required to provide information regarding company shareholders and ultimate beneficial owners etc, depending on their CRS classifications.
4. High Operating Costs - The cost of opening and running a business is relatively higher than other Southeast Asian countries. The strong Singapore currency makes paying employees more expensive. Also, land scarcity results in higher rental costs for offices or retail space as compared to neighbouring Asian countries.
5. Labour Shortage - While Singapore is well-known for having the "World's Best Professional Workforce", the government's strict employment limits on foreign workers can make it difficult to bring in manpower from other countries.
6. Trading Across Borders - Singapore has historically acted as a global trading centre and is one of the most competitive region in the world for cross border trading. However, it is important to note that certain goods are restricted from being imported into Singapore, and require approval or a special licence from the relevant government agencies. Businesses are also required to obtain an import permit online and pay the duty or GST due at time of importation.
What are the various corporate structures?
There are 5 options to choose from:
1. Sole-proprietorship
2. Partnership
3. Limited Partnership (LP)
4. Limited Liability partnership (LLP)
5. Private Limited (Pte Ltd) Company (most advanced and flexible business entity).
A Pte Ltd is a separate legal entity with members having limited liability. For those looking for a quick and easy set-up, and even easier to administer, LLP is another option.
Key considerations when choosing a Singapore corporate structure:
1. What is the nature of business you wish to undertake?
2. How many owners will there be?
3. How much capital will you invest?
4. What is your risk appetite?
5. What is the long term plan for your business?
6. What are the advantages and disadvantages of different corporate structures?
7. What are the various exit options?
Sole proprietorship
■ Owned by 1 person.
■ The sole proprietor has the absolute say in the running of the business.
Partnership
■ A business formed by a minimum of 2 partners.
■ Maximum no. of partners allowed is 20.
Limited Partnership (LP)
■ Consist of 2 or more partners (at least 1 partner is a General Partner and 1 is a Limited Partner).
■ No limit on the no. of partners.
Limited Liability Partnership (LLP)
■ Partner's liabilities are generally limited.
■ No limit on no. of partners.
Company
■ Exempt Private Company - 20 members or less, no corporation holds beneficial interest in the Company's shares.
■ Private Company - 50 members or less.
■ Public Company - can have more than 50 members.
What is the registration process?
1. Consultation with Sidney Advisory consultants on:
(i) goals for the business
(ii) optimum corporate structure
(iii) licensing requirements, if any
(iv) agreement on professional fee.
2. Complete engagement formalities (including due diligence checks).
3. Reserve the Company name at Bizfile.
4. Client confirms ownership structure, including:
(i) shareholders details
(ii) director details
(iii) bank signatories
(iv) ultimate beneficiary owners
5. Client appoints company secretary to manage the Company's statutory administration and annual returns.
6. Client confirms the registered address to be used.
7. Sidney Advisory consultants draft the Company constitution which includes
(i) share capital details
(ii) registered address
(iii) shareholders and director details.
8. Sidney Advisory consultants will prepare and draft engagement plan detailing the steps for each process
(i) Company incorporation
(ii) tax registration
(iii) corporate bank account opening
(iv) obtaining of licenses, if required.
9. Sidney Advisory consultants will gather all required documents and assist Clients to complete and authenticate them.
10. Sidney Advisory consultants will proceed with the registration with the Accounting and Corporate Regulatory Authority of Singapore.
11. Within 3 days of submission, the entity is incorporated.
Sidney Advisory consultants will email our Client with the certificate of incorporation and company extract.
12. Client will proceed to apply for a corporate bank account.
Sidney Advisory consultants will provide details of the banks in Singapore.
13. The Company registers for GST, applies for employee visa, obtain government grants and incentives etc, if required.
14. If required, we will assist Client in obtaining the relevant licenses and permits.
Can a foreigner set up a Private Limited Company in Singapore?
Yes, a foreigner can set up a private limited company in Singapore easily. In fact, Singapore allows 100% foreign ownership of a private limited company. However, there are a few mandatory requirements to fulfil:
■ 1 local resident director in Singapore (the foreign owners can apply for an Entre Pass if they want to be the resident director)
■ A Singapore-based Company secretary
■ A valid local address
Apart from Company registration, what other additional support services do you offer?
We offer the following:
1. Opening of corporate bank account
2. Visa and permit application
3. Other business advisory services, where required.
Do I have to be physically present to register a Company and open a bank account in Singapore?
Registering of Company
No travelling is required for registration of Company in Singapore.
Opening of bank account
Singapore is a global financial centre home to top tier international banks.
It is not necessary for our Clients to travel to Singapore to open a local multi-currency bank account. Sidney Advisory consultants can complete the formalities on your behalf. However in certain exceptional cases, our Clients will have the visit the bank in Singapore to open the bank account.
Foreign companies can open a Singapore business account without having to register a local Company.
I wish to apply for Singapore employment pass. How do I find out if I will be eligible?
Clients applying for an E pass or S pass can take a Self Assessment Test to determine whether they meet the requirements.
Typical Engagement Timeline
Engagement Planning
1 Week
Company Incorporation
1 Week
Corporate Bank Account Approval
1 to 2 Months
Corporate Internet Banking Approval
2 Weeks
Engagement Completion
1 Week
Our Fee
Company Registration (I)
S$1,500 (1st year)
You have Local Resident Director (Singapore/PR)
Company incorporation service
Named corporate secretary service
1 year virtual address
Company Registration (II)
S$4,500 (1st year)
You do not have Local Resident Director (Singapore/PR)
Company incorporation service
Named corporate secretary service
1 year virtual address
Local nominee director service
Refundable security deposit of $4,500 will be collected
Virtual Address
S$300 per year
Billed annually
Business address in Central Business District which can be used on your name card, letterhead, marketing materials etc.
Mailing address for receiving goods and letters
Letters received will be opened, scanned, and forwarded to your email address.