The corporate tax rate and personal tax rate in Singapore are extremely low, and further enjoy relevant tax exemptions. Under a strict regulatory system, Singapore maintains a long-term stable low tax rate, making it a tax haven while enjoying an excellent reputation. Many wealthy individuals in China invest in immigration to Singapore and choose to register companies locally. However, the Singapore government has a strict registration approval system for registering companies in Singapore, and there are also corresponding strict regulations for subsequent company maintenance. Therefore, immigrants to Singapore need to understand the following aspects to register a company locally.
1. Regulatory Authority and Registration Regulations
The Accounting and Corporate Regulatory Authority (ACRA) is the sole regulatory authority for company registration in Singapore. All companies and businesses must be registered with ACRA (Note: it is a registration system, not an approval system). To apply for company registration for commercial activities, except for industries such as banking/finance/insurance/securities/communications/transportation and production industries that impact the environment, which require application to the relevant government industry management departments, the establishment of business entities and companies only requires registration with the registry.
2. Independent Legal Status of the Company
Singapore company law stipulates that a private limited company has independent legal status. It can participate in litigation, own assets, and incur debts. The liability of shareholders is limited to the amount they have subscribed but not fully paid. As long as the subscribed shares are fully paid, shareholders are not liable for the company's debts, unless the relevant shareholders provide personal guarantees for the company's external debts.
3. Issued Capital/Fully Paid Capital
The company law stipulates that the minimum issued and fully paid capital for establishing a company is 1 Singapore Dollar, which can also be in US Dollars. Shareholders can decide to increase the registered capital and fully paid capital at any time, simply by filling out forms and paying fees at the registry. Issued capital represents the maximum amount of share capital that the company can issue to shareholders, and the company can issue shares within this limit and require shareholders to pay for the subscribed shares in one or more installments. The shares that have been subscribed and fully paid are the company's fully paid capital.
4. Documents Required for Company Establishment
1) Company constitution; 2) Declaration of compliance by directors; 3) Identification documents; 4) Appointment letters and declarations of qualification for directors; 5) Company registered address and office hours report. In addition, the directors, company secretary, and auditors, tax agents, etc., must be reported within three months after the company is established.
5. Directors
A private limited company must have at least one director who is over 18 years old. When the director and shareholder are the same person, this person must be a Singapore citizen, a Singapore permanent resident, or a holder of an employment pass. The number of directors, retirement, and reappointment methods should be detailed in the company constitution.
6. Auditors
Within three months of the company's establishment, a registered accounting firm must be appointed as the company's auditor. The auditor's task is to independently review the company's financial statements and provide an audit report at the end of the company's financial year. Private companies with revenue of 5 million Singapore Dollars or below will be exempt from annual audits.
7. Company Secretary
Within six months of the company's establishment, a company secretary must be appointed. Their responsibilities include:
1) Timely submitting reports and forms required by the Companies Act to the business registrar;
2) Properly keeping the company's name and meeting records;
3) Signing to certify each contract and board resolution when necessary;
4) Ensuring that company documents are properly affixed with the company seal.
8. Company Registered Address: The company registration must have a registered address.
The company must have a registered address. Any changes to the registered address or the name of the office location must be notified to the registry within 14 days.
