Deciding to set up new company in Singapore gives numerous benefits, including robust regulatory surroundings, strategic location, and favorable tax regime. Whether you're an entrepreneur or an established firm looking to enlarge, information on the manner of registration is important. This manual will take you through every step, ensuring an easy and green setup.
Plugged-in Place
Singapore makes for an excellent location for investment activities due to its gateway position into Asia.
Strong Regulatory Framework
The Monetary Authority of Singapore provides a stable and transparent environment for regulation.
Attractive Tax Regime
Singapore offers attractive tax incentives, including exemptions on certain types of income and no capital gains tax.
Step 1: Define Your Business Structure
Before registering your investment company, decide on the appropriate business structure. The common options include:
- Private Limited Company: This is most preferred because it gives a separate legal entity, limited liability of shareholders, and the ease of raising capital.
- Sole Proprietorship: More suitable for small-scale businesses; offers lesser protection and benefits.
- Partnership: Ideal for businesses held by two or more persons. It includes general partnerships, limited partnerships, and limited liability partnerships.
Step 2: Register Your Business Name
A Unique Name
It should be unique and relevant to your business activities. The name should be such that it does not infringe on the existing trademarks or be offensive in any manner.
Check Availability
Check via BizFile+ portal with Accounting and Corporate Regulatory Authority (ACRA) that name is available.
Reserve the Name
If the name is available, the same may be reserved on BizFile+. The reserved name remains reserved for 120 days.
Step 3: Prepare Necessary Documents
Ensure you have all required documents ready before proceeding with the registration. These include:
- Company Constitution: Previously known as the Memorandum and Articles of Association, this document outlines the company’s regulations.
- Shareholders’ Agreement: While not mandatory, this agreement helps in defining the relationship between shareholders and managing potential disputes.
- Identification Documents: Copies of passports or Singapore identity cards of the directors, shareholders, and company secretary.
- Residential Address Proof: For the directors and shareholders, typically a utility bill or bank statement.
Step 4: Appoint Key Personnel
- Directors: You need at least one resident director who can be a Singapore citizen, permanent resident, or someone with an EntrePass, Employment Pass, or Dependant Pass.
- Company Secretary: Appoint a qualified company secretary within six months of incorporation. The secretary must be a resident of Singapore.
- Shareholders: A minimum of one shareholder is required. Shareholders can be individuals or corporate entities, and they can be local or foreign.
Step 5: Register with ACRA
Submit Application
Register your company through the BizFile+ portal. You need to provide all the necessary information and documents, including the company name, business activities, details of directors and shareholders, and the company constitution.
Pay Fees
The registration fee is S$300. You can pay online through the BizFile+ portal.
Receive Certificate of Incorporation
Upon successful registration, ACRA will issue an electronic Certificate of Incorporation. This document confirms your company’s legal status.
Step 6: Open a Corporate Bank Account
Choose a Bank
Singapore has a wide range of banks offering corporate banking services. Consider factors such as fees, services, and convenience when choosing a bank.
Prepare Documents
Typically, banks require the Certificate of Incorporation, company constitution, identification documents of directors and shareholders, and a board resolution authorizing the opening of the account.
Submit Application
Complete the bank’s application process. This would need you to personally meet with bank representatives for the verification process and discussion of your business needs.
Step 7: Goods and Services Tax Registration
Check if You Need to Register
You are required to file for GST if your company's annual taxable turnover has reached more than S$ 1 million. You can also take the option for voluntary registration even when the turnover is less than the threshold.
Register for GST
Log on to the website of the Inland Revenue Authority of Singapore and fill in your application form. You will need to declare your business activities and the turnover.
Comply with Requirements of GST
You will have to charge GST for your goods and services, file returns regularly for GST, and abide by the rules of IRAS.
Step 8: Obtain Licenses and Permits
Depending on the business type, one may require more licenses and permits. Common investment company licenses include:
- Capital Markets Services License: This license is needed to conduct fund management, securities dealing, and advisory activities in corporate finance.
- Financial Adviser's License: This shall be required by a person who intends to provide any type of financial advisory services.
Apply Through MAS
Apply online on MAS's website. Do ensure that you meet all the requirements and provide detailed information about your business activities and key personnel.
Step 9: Understand Compliance Requirements
After registering your investment company, you must comply with ongoing statutory requirements:
Annual General Meeting (AGM)
Hold your first AGM within 18 months of incorporation, and subsequent AGMs every calendar year.
Annual Returns
File annual returns with ACRA within 30 days of your AGM.
Financial Statements
Prepare and submit financial statements in accordance with Singapore Financial Reporting Standards (SFRS).
Corporate Income Tax
Submit your corporate income tax return to IRAS annually. Singapore’s corporate tax rate is a flat 17%, with various exemptions and rebates available.
Step 10: Seek Professional Assistance
Registering an investment company involves numerous steps and compliance requirements. Engaging a professional service provider can simplify the process. Services to consider include:
- Corporate Secretarial Services: Incorporation of Companies, Compliance, and Related Follow-up Administration.
- Accounting and Tax Services: This includes assistance with financial reporting, tax planning, and filing.
- Legal Services: Advisory on regulatory requirements, contracts, and legal matters.
Conclusion
One strategic step in this regard is to register an investment company in Singapore. By following these steps and ensuring compliance with the regulatory environment, you will be building a solid foundation for your business. Whether you're a local enterprise or an international company, the business-friendly environment nurtured by Singapore will assist you in every way.
Keep this guide along with you as you go through the process of registration, or seek professional help to smoothen all your efforts. Proper preparation and insight are everything to having a successful investment company in Singapore's dynamic economy.
