CORPORATE SERVICES
Brood en Boter has had extensive experience in assisting companies with the regulatory setup and registration in Singapore. With specialised knowledge in regulatory requirements, we are the choice providers for corporate services.
SINGAPORE
CORPORATE SERVICES
When setting up a new business in Singapore, business owners must decide the legal form for your business and to engage the right company to make it happen. Business owners can choose to register a private limited company, a limited liability partnership, a general partnership, a sole proprietorship or a branch office. The most common business form in Singapore is a private limited company.
At Brood en Boter, we have had extensive experience in assisting companies with the setup and registration. Check with us today on how we can help set up your company in just 1 hour!
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COMPANY INCORPORATION SERVICES
We provide a comprehensive list of services for company incorporation and allow clients to achieve a one-stop outlet for company setup.
Included with each Company Registration:
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Company Name Reservation
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ACRA Incorporation and Registration
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Company Business Profile
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E-Certificate of Incorporation
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First Director’s Resolutions
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Share Certificates
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Constitution
Other Available Services:
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Common Seal
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Business Consultation Services
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Company Self-Inking Stamp
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Company Logo Design
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Website Design
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Name Card Design & Printing
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Bank Account Opening Services
ADVANTAGES OF SETTING UP A PRIVATE LIMITED COMPANY
A private limited company is a LLC in which the shares are held by less than 50 persons and are not available to general public. Most privately incorporated businesses in Singapore are registered as private limited companies. A private limited company's name in Singapore usually ends with Private Limited or Pte Ltd.
There are many benefits of registering a private limited company for business, some of the key benefits are:
PROTECTION OF PERSONAL ASSETS AND LIMITING PERSONAL LIABILITIES
The Directors and Shareholders of a private limited company are not liable for the company’s debts beyond the amount of share capital subscribed unless the directors or shareholders have given personal guarantees.
In the event of an insolvency, the directors and shareholders cannot be liable for the company’s debts as the company has its own legal identity, as such, their personal assets are not affected.
SUBSTANTIAL TAX SAVINGS
Companies may be entitled to 75% tax exemption for first $100,000 and 50% on next $100,000 of chargeable income in addition to a 20% tax rebate capped at $10,000 for YA 2020.
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Company’s headline tax rate is flat 17% while the maximum tax rate for personal is 22%.
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Tax incentives available to private limited company may not available to other types of business. Branch offices are considered as non-resident for tax purpose. A resident company can enjoy tax benefits that a non-resident cannot.
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Provides better tax planning for company, such as the utilization of group relief etc.
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Zero tax on capital gains and dividend income.
DIVIDEND INCOME IS TAX EXEMPTED
Dividends declared to shareholders are tax exempted.
ALLOW 100% FOREIGN OWNERSHIP
The company’s share can be 100% owned by a foreign individual or a company.
OTHER BENEFITS
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Easier access to capital funding through the sale of shares to investors and borrowing from banks.
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It is easier to transfer the ownership of a company than an interest in a partnership, performed via the transfer of shares.
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Audit exemptions for small companies with annual turnover of less than S$10 million, assets less than S$10 million or with less than 50 employees.
INCORPORATION REQUIREMENTS
Minimum Requirements
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At least one local director
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Minimal initial paid-up capital of $1.
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A Singapore registered office address.
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A qualified company secretary.
Director Status
A local director must be a Singapore citizen, permanent resident or Singapore Employment Pass holder under your company.
Brood en Boter can assist you with the provision of a local director and qualified company secretary.
Registration Time
A company can be set up as fast as in just 1 hour!
Sometimes, it may take longer to obtain name approval or signed documents from overseas directors depending on regulatory requirements.
If directors or shareholders are signing the documents overseas, you will need to consider additional time to have the documents notarised and sent back to Singapore.
Once the company name is approved and the documents are signed, a company can be registered immediately upon payment online.
DOCUMENTS REQUIRED FOR INCORPORATION
The documents required for the incorporation of your company may vary according to your desired company structure:
Director/Shareholder
Local Individual Director/ Shareholder
Foreign Individual Director/ Shareholder
Local Corporate Shareholder
Foreign Corporate Shareholder
Information and documents to be provided
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Photocopy of identity card
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Contact number, mobile and email address
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A copy of passport
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A copy of residential proof (such as utilities bill, credit card statement or telephone bill, etc)
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Copy of company business profile
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Directors resolution to authorise the incorporation
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Certificate of appointment of corporate representative
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Copy of company business profile
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Directors resolution to authorise the incorporation
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Certificate of appointment of corporate representative
The above documents needs to be translated in to English and Notarised (certified by Notary Public).
COMPLIANCE REQUIREMENTS AFTER INCORPORATION
All Singapore companies must comply with the statutory filing requirements with Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS). Brood en Boter can assist you in complying with the regulatory requirements and provide time critical support and advisory on the required documentations for submission.
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY [ ACRA ]
OTHER REQUIREMENTS
Annual
General Meeting (AGM)
Annual Return (AR)
First 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
AR must be filed within one month after the AGM
INLAND REVENUE AUTHORITY OF SINGAPORE [ IRAS ]
File within 3 months from financial year end
File by 30th November of each assessment year
15 April for paper returns or 18 April for e-Filing on each year
Estimated Chargeable Income (ECI)
Income Tax Return
Individual Tax Return
Goods and Services Tax (GST)
Audited or unaudited financial statements
XBRL filing requirement
CPF contribution
Company registration number disclosure
Licenses and permits
Custom registration
Keeping of accounting records
Registration for GST is compulsory if :
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Turnover is more than $1 million for the past 12 months;
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You are currently making sales and you expect the turnover to be more than $1 million for the next 12 months.
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Every company must prepare either audited or unaudited financial statements.
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Company needs not be audited if it is qualified as a small company.
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Solvent EPCs will are exempted from filing XBRL report.
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Insolvent EPCs and Non- EPCs are required to file XBRL.
CPF submission needs to be made 14 days after the end of the month.
Every company is required to have the registration number displayed on all business letters, statements of account, invoices, official notices and publications.
Some businesses in Singapore are subjected to regulation by government authorities such as school, travel agency.
For company involves import, export in and out of Singapore, you will need to obtain a CR No., known as custom registration.
You are required to keep your records for five (5) years.
If such records are kept in a place outside Singapore, copies must be kept in Singapore.
SOLE PROPRIETORSHIP (SP)
What is Sole Proprietorship?
The Sole Proprietorship is the easiest business entity form suitable for small businesses allowing for a single owner. As a single ownership business type, sole proprietors do not have limited liability protection with the owner's assets being tied directly to the business's assets as a single entity.
The Benefits
The Sole Proprietorship is the easiest business entity form suitable for small businesses allowing for a single owner. As a single ownership business type, sole proprietors do not have limited liability protection with the owner's assets being tied directly to the business's assets as a single entity.
The Requirements
A Sole proprietorship requires the business owner to be a Singaporean or Permanent Resident who is at least 18 years of age with at least one manager who is 21 years of age and a resident in Singapore. The Sole proprietorship must have a local business address and must contribute at least 6% to 8% of its annual trade profit to the owner's Medisave account.
To register, the following documents are needed:
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A copy of the owner’s NRIC (Singaporean / Permanent Resident)
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A local address for the resident
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A proposed name for the intended business
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A description of the business activities
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A local address for running the business
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A compliance declaration and Statement of Non Disqualification
LIMITED LIABILITY PARTNERSHIPS (LLP)
A LLP registration is done under the act of Limited Liability Partnership. Similar to private limited companies, a LLP has a separate legal identity which would protect the individual assets of its partners. To register a business under a LLP, there should be minimum 2 or more partners.
Features of a LLP
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LLP is a separate legal entity.
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Formation of LLP can be done, either by the new LLP registration or and conversion of business or company into an LLP.
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LLP can hold its own property.
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Right to sue or right to be sued in its own name.
Taxation
Each partner should pay their taxes, based on the share of the income from LLP. Taxation methods is as follows.
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If partner is an individual, taxed at the personal income tax rate.
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If partner is a company, taxed at the corporate tax rate.
Members and Administration
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Partners of LLP can be the natural person or companies.
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Minimum of 2 or more partners.
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The approval from existing partners is required to admit a new partner.
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Partners own and run the business without directors, secretary or shareholders.
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A local manager who is above 18 years old, should be appointed.
Company Name and Address
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The extension LLP, must be included in its name.
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It should have registered office address in Singapore, through which all notices and communications are addressed.
BRANCH OFFICE
What is a Branch Office?
Foreign companies can register a branch office in Singapore. A branch office is only an extension to its head office, owned by the foreign parent company. The parent company of a branch is liable for all the debts and liabilities incurred by the branch office.
A Singapore branch is generally considered a non-resident company and is therefore, not eligible for tax benefits available to resident companies.
The Features
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The company name must be the same as the parent company
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Must appoint one local agent who is a Singapore citizen, Singapore permanent resident (PR) or an Employment Pass (EP) holder
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The shareholders, structure of company and its activities are directed by foreign company’s Constitution. There is no separate Constitution for the branch office
The Requirements
To register, the following documents are needed:
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A certified copy of the parent company's Certificate of Incorporation
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A certified copy of the parent company;s Constitution
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Particulars of the directors of the parent company
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At least 1 person resident in Singapore who will act as the authorized representative for the Singapore branch office
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Registered office address in Singapore
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Latest audited financial statements of parent company, if required to be prepared in parent country
CORPORATE SECRETARIAL SERVICES
The corporate secretary plays an critical role in any organisation in helping a company fulfill its regulatory filing obligations.
A Corporate Secretary’s duties include ensuring the integrity of the governance framework, being responsible for the efficient administration of a company, ensuring compliance with statutory and regulatory requirements and implementing decisions made by the Board of Directors.
Routine Work
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Provision named secretary registered with ACRA
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Maintenance of Statutory Registers and Minute Books
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Preparation of minutes / resolutions of directors and shareholders
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Organize and attend directors’ and shareholders’ meetings
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Filing of Annual Return and accounts with ACRA
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Advising / updating clients on compliance with the Companies Act
Incorporation and Business Registration
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Incorporate a Private Limited Company
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Incorporate a Sole Proprietorship
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Set up a Singapore Branch
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Set up a Representative Office
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Register a Limited Liability Partnership (LLP)
Non-Routine Work
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Shares transfer
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Shares allotment
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Change of director, secretary and auditor
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Change of registered address and company officer’s particulars
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Change of company name
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Acquisition and disposal of investment
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Fair valuation of investment
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Declaration of dividend
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Opening of bank accounts and application of bank facilities
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Provision of nominee for secretary, director and shareholder
Special Engagement
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Share capital reduction and share buy-back
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Issuance and redemption of preference shares
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Amendments to the constitution
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Application for company strike-off
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Members’ voluntary liquidation