Company Registration
Singapore is home to many of the world’s largest multinationals, including those operating in the information technology, pharmaceutical, biotechnology and financial services sectors. These companies establish operations in Singapore to serve local, international markets, and in doing so leverage Singapore’s advantages as a gateway to the regions countries in pan-Asia including China.
We are well-positioned to help local entrepreneurs and foreign companies to set up their businesses in Singapore. Our wide areas of expertise include the incorporation of Pte Ltd companies and corporate secretarial services in Singapore, enabling entrepreneurs to register business and incorporate companies in the shortest possible time.
Business Start-Up Services
- Establishment of Onshore and Offshore Companies, or Representative Offices.
- Provision of Nominee Directors and Shareholders.
- Application for Working Passes for Expatriates.
- Assistance in search for Office Premises and Recruitment of Staff.
- General & Office Administration.
- Business Process Management.
Company Incorporation Requirement
- Minimum of one director who has to be an ordinarily resident in Singapore i.e. Singaporean/Singapore PR/Singapore employment pass holder.
- Minimum 1 individual Shareholder or 1 corporate body as 100% shareholder is required. You do not need a Singaporean for a shareholder.
- Minimum paid up capital is S$1.
- Time taken to incorporate a company is approximately within 2 hours to 1 day.
- All private limited companies are required to have a company secretary. As part of our corporate secretarial services in Singapore, we can act as your company secretary.
Information Required For Company Incorporation
- Proposed company name (ideally with two choices).
- Business activities in brief description.
- Paid up share capital.
- Business registered address.
- Use of our office address as your registered address.
- Directors and Shareholders’ Particulars:
- Name as in passport
- Singapore address
- Overseas address, if any
- Nationality
- Identity card number and expiry date
- Passport number and expiry date
- Photocopy of passport and identity card
- Personal contact (including mobile, home and office number, fax and email address)
- Number of shares issued to each shareholders
Company Incorporation Package
- Professional service for name application and incorporation.
- Advise on the appropriate paid up capital.
- Government registration fee.
- Government filing fees for reservation of 1 company name.
- Share certificates
- Common seal
- Minute book & statutory registers
- Memorandum & Articles of Association
- Opening of first bank account excluding transportation
- Company profile, courier and other miscellaneous expenses
Nominee Director
- Singapore citizen OR
- Singapore permanent resident OR
- Singapore employment/dependant pass holder.
Our representative may act as your company’s local director if you have difficulties appointing a director of your own.
Why Many Choose to Incorporate a Pte Ltd Company?
Singapore is a thriving business hub in Southeast Asia, attracting entrepreneurs and investors from all over the world. Suppose you’re considering setting up a shop in the Lion City. In that case, you’ll likely encounter the term “Pte Ltd” during your research. Pte Ltd stands for Private Limited Company, and it’s the most popular business structure for a reason. Let’s delve into the key benefits that make the incorporation of a Pte Ltd company such an attractive option.
Limited Liability
One of the most significant advantages of a Pte Ltd company is limited liability. This means that the shareholders’ liability is restricted to the amount of their investment in the company. In simpler terms, if the company encounters financial difficulties, your assets (like your house or car) are shielded from creditors. This offers significant peace of mind, allowing you to focus on growing your business without the fear of risking your personal belongings.
Tax Advantages
Singapore boasts a pro-business tax environment, and Pte Ltd companies benefit from this. The corporate tax rate in Singapore is 17% competitive, and there are even tax exemptions available for new startups. Additionally, Singapore adopts a single-tier tax system, which means that dividends distributed to shareholders are generally tax-free. This can result in significant tax savings for your business.
Enhanced Credibility
Incorporation of a Pte Ltd company instantly elevates the image of your business. Compared to sole proprietorships, Pte Ltd companies are perceived as more professional, established, and trustworthy. This can be a game-changer when it comes to attracting clients and investors. Potential partners will view your company as a serious entity with a clear structure and strong governance, making them more likely to do business with you.
Streamlined Operations
Managing the legal and administrative aspects of running a business can be time-consuming. Fortunately, many companies in Singapore offer corporate secretarial services. These services can handle tasks like filing annual returns, maintaining statutory records, and keeping up with regulatory compliance. This allows you to focus your energy on core business activities while ensuring your company stays on the right side of the law.
Corporate Secretarial Services
Secretarial Agent
Certain recurring compliance matters are required to be attached to on a regular basis. As secretarial agent, our recurring corporate secretarial work covers the following areas:
- Drafting resolutions of directors to regularize recurring corporate secretarial matters involving changes in officers, opening and closing of bank accounts and changes of bank signatories;
- Drafting resolutions of directors to regularize the approval of annual accounts;
- Preparing prescribed forms in respect of recurring corporate secretarial matters for lodging with the Accounting and Corporate Regulatory Authority (“ACRA”) via Bizfile and liaising with the ACRA in the lodgment of the forms;
- Notifying you of deadlines for holding annual general meetings and applying to the ACRA for extension of time, if necessary;
- Preparing annual returns and other secretarial documents relating to the holding of annual general meetings;
- Preparing minutes representation letters for statutory audit purposes;
- Attending to the statutory auditors on their annual audit of the statutory registers and minute books;
- Maintaining and updating the statutory registers and minute books:
Providing for the safe custody of the common seal and
Providing general advice on recurring compliance corporate secretarial matters.
Company Secretary
Under the Companies Act, Cap. 50, the company secretary must be a natural person who has his /her principal place of residence in Singapore. The directors have to take reasonable steps to secure that the company secretary is a person who has the requisite knowledge and experience to discharge the functions of secretary. We can arrange for the services of a named company secretary. The named company secretary will not be involved in the business, management and administrative functions of the Company.
From time to time, you may require our services on special advisory secretarial matters. Examples of special advisory matters include:
- Drafting and filing Company Board Resolutions
- Keeping your Company share registers and minutes
- Assist to update the register of controllers and nominee directors
- Filing Annual Returns for the Company
- Providing advisory services on corporate secretarial matters involving additional issues of shares, in transfer of shares, related party transactions, acquisitions and disposals of investments, amendments to memorandum and articles of association, corporate restructuring and operational transactions and matters, etc.;
- Special assignments in advising on requirements for extraordinary general meetings;
- Assistance with directors’ and shareholders’ meetings such as preparing the notices of meetings for Annual General Meeting, organizing agenda papers and recording minute of meetings which are corporate secretarial in nature; and
- Attending to reporting of information and submitting documents and forms with other government authorities.
Benefit Of Company Incorporation
- Protection of personal assets and limiting your company and personal liabilities
- Substantial tax saving as new companies may be entitled to partial tax exemption up to first $300,000 taxable profit. Effective tax rate is less than 9%
- Exemption of audit requirement for company if they meet the small company criteria. Small company are define if they meet 2 out of 3 criteria:
– Annual turnover less than S$10m
– Total asset less than S$10m
– Total number of staff 50 - Easier access to capital funding through the sale of shares to investors and borrowing from banks
XBRL
Company Closure
Striking Off
Striking off Criteria
- The company must have ceased trading or not commenced business from the date of incorporation.
- The company must not have any outstanding tax liabilities with IRAS.
- The company must not be indebted to any other government agency.
- The company must not have any outstanding charges in the company’s charge register.
- The company must not be involved in any court proceedings (within or outside Singapore).
- The director(s) must obtain the written consent of the majority of the shareholders.
- The company must not have any current/contingent assets and liabilities.
- The accounts attached must be drawn up till the date of cessation indicated in the application (if any).
- Company Limited by Guarantee must submit the last set of audited accounts.
- The audited financial accounts should be unqualified and should have no assets and liabilities.
However, if the audited accounts are:
(a) Qualified opinion with no assets and liabilities, applicant is required to submit a letter of undertaking from the respective auditor to remove its qualification.
(b) Unqualified opinion with assets and liabilities, applicant has to submit documentary evidence for the disposal or settlement of assets and liabilities.
Members’ Voluntary Winding up
Creditors’ Voluntary Winding up
Compulsory Winding up
The liquidator will file the necessary notifications required under the Companies Act.
FAQs – Company Incorporation & Secretarial Services
1. What is the Incorporation of a Pte Ltd Company?
Incorporation of a Pte Ltd Company is the legal process of establishing a business entity in Singapore. This separates your personal assets from the company’s liabilities, offering limited liability protection.
2. Do I Need to Incorporate My Business?
While not mandatory for all businesses, incorporating offers several advantages, including:
– Limited Liability Protection
– Enhanced Credibility
– Easier Access to Funding
3. What are Corporate Secretarial Services?
Corporate Secretarial Services ensures your company complies with all legal and regulatory requirements in Singapore. This includes managing paperwork, maintaining statutory registers, and filing annual returns.
4. What Do Corporate Secretarial Services Typically Include?
Here are some standard services offered:
– Appointment of Company Secretary
– Preparation and Submission of Incorporation Documents
– Maintaining Statutory Registers
– Filing Annual Returns
– Convening and Attending Meetings
5. How Can Incorporation and Secretarial Services Help My Business?
These services free you to focus on running your business by:
– Ensuring legal compliance
– Saving you time and resources
– Providing expert guidance
6. What are the Costs Associated with Incorporation and Secretarial Services?
Costs vary depending on the complexity of your business structure and the specific services required. However, many incorporation and secretarial service providers offer competitive packages.
7. Do I Need a Lawyer to Incorporate My Business?
While only sometimes necessary, consulting a lawyer is recommended for complex business structures or if you have specific legal questions.
8. How Long Does it Take to Incorporate a Company in Singapore?
The incorporation process can be completed within a few working days, subject to all documentation being in order.
9. What are the Ongoing Requirements for Maintaining a Company in Singapore?
Companies must file annual returns and hold annual general meetings. Corporate Secretarial Services can help you manage these ongoing obligations.
10. Where Can I Find More Information on Incorporation and Secretarial Services?
Many reputable companies offer Incorporation of Pte Ltd Companies and Corporate Secretarial Services in Singapore. Research and compare service providers to find one that best meets your needs.
Related Services
Call Us Now
Corporate Secretarial /
Accounting / Tax
+65 6334-8791
(8.30am-5.30pm, Mon-Fri)
+65 9863-1270
(after office hour)
Fax: +65 6334-8075
Email: enquiry@jdt.com.sg
Address: 1 Coleman Street
#05-05 The Adelphi
Singapore 179803
Audit Assurance
+65 6837-0360
(9am-6pm, Mon-Fri)
+65 9863-1270
(after office hour)
Fax: +65 6837-0369
Email: enquiry@jdt.com.sg
Address: 1 Coleman Street
#05-16 The Adelphi
Singapore 179803
