Starting a company in Singapore: introduction

Prepared for directors
of Singapore private
limited companies.
As of April 2014
STARTING A
COMPANY IN
SINGAPORE:
INTRODUCTION

www.futurebooks.com.sg
LAUNCH YOUR
BIG IDEA

LEGAL STRUCTURES:
LOCAL DIRECTORS
Sole proprietorship
Unlimited liability but
low cost of compliance
Enjoy separation of
owner + manager
Tax effective <S$100k
in revenue
Private limited
Limited liability but
high cost of
compliance
Directors +
shareholders
Tax effective >$S100k
in revenue
Investment easier

LEGAL STRUCTURES:
FOREIGN DIRECTORS
Representative company
Scouting to find
business and
networks.
Requires a large
overseas interest
Trade not permitted.
Private limited
Limited liability but
high cost of
compliance
Directors +
shareholders
Tax effective >$S100k
in revenue
Investment easier

IMPORTANT
GOVT BODIES
Body Purpose Contact
Accounting and Corporate
Regulatory Authority Singapore
(ACRA)
Company
Registrar
+65 6248 6028
Inland Revenue Authority of
Singapore (IRAS)
Tax +65 6356 8622
Ministry of Manpower (MOM) Work passes +65 6438 5122

COMPLIANCE WITH
ACRA’S BIG 4
1. Local director
2. Company secretary
3. Registered mailing address
4. Audit firm (under some circumstances)

#1 APPOINTING A
LOCAL DIRECTOR
Resident of Singapore (can be a
foreigner).
18 years or above.
Can be employed by another firm, but
normally must seek permission from
employer.
Nominee directors are a substitute.

#2 REGISTERED
MAILING ADDRESS
Normally a commercial address where
the director intends to work.
Can be a condominium, where work is
being carried out from 9am-5pm.
HDB dwellers need to seek special
permission.

#3 APPOINTING A
COMPANY SECRETARY
Can I handle asset
registers?
Can I handle
share transfers?
Can I file
on time?

#4 APPOINTING
AN AUDIT FIRM
Do I want to attend a
planning meeting?
Will I answer
email?
Will I get it
done?
Will I maintain
the budget?

INCORPORATING
A PRIVATE LIMITED
COMPANY

PLAN YOUR
INCORPORATION

Q/A
WIN TALK -
TIME WORTH
$500 WITH A
CONSULTANT

COMPLETING AN
INCORPORATION
Business name
Registered mailing
address
SSIC code
Directors
• Local
• Foreigner
Shareholders
• Individual
• Corporate holding
Paid up capital
Shares
Company secretary

#1 BIZFILE
Download

#2 M+AA
Download
Approx 100
articles

#3 SHARE
CERTIFICATE
Download
Common seal

#4 BOARD OF DIRECTORS
RESOLUTION
Download

COMPANY
STAMP + SEAL
Stamp can include
Full company name
UEN number
Registered address Do I need a
company seal?

Search for
‘Singapore
incorporation’
on the App Store.

OPENING A
CORPORATE
BANK ACCOUNT

STARTUP FRIENDLY
BANKS
Account name Min. opening
balance
Min. avg. daily
balance
Directors /
Shareholders living
abroad
DBS Startup
Entrepreneur
Account
$500 Waived for six
months. $8,000
after.
Easy
OCBC Business
Entrepreneur
$3000 Waived for six
months. $8,000
after.
Easy
Standard Chartered BusinessOne none $10,000 Easy
UOB Current $1,000 $8,000 Hard
MayBank Company Current $3,000 $10,000 Hard
HSBC Business Vantage $30,000 $30,000 Hard
Citibank Commercial Bank $100,000 $50,000 Hard

GET USED TO
CORPORATE BANKING
Most require at least two directors or one
director / company secretary to be
present to open + close the account.
Two classes of signatories: authorised +
transaction.
Min. amount to open the account and
min. daily balance.
Internet banking is getting better.
Cheques are represented often.

OVERVIEW ON
WORK PASSES
Employment
pass
Entrepass
Business
visaLetter Of
Consent

SUMMARY OF
IMPORTANT TIMINGS
Activity Description
Incorporation
10 days to incorporate (7 days to collect and sign docs + 3 days to
process)
Update MOM
e-records
10-14 days for Ministry of Manpower to recognise a newly
incorporate company before application can be submitted online
Work visa 1-8 weeks to secure the EP application (if an EP is required)
Open bank account
with foreign director
Allow 30-60 for a foreign director s none of whom can visit
Singapore to open the bank account. For cases where at least one
director + company secretary is present in Singapore, opening an
account is 7 days.

A LOCAL WHO WANTS
TO TEST AN IDEA
Setup a sole proprietorship.
Pay tax at a personal income rate.
Convert later to a private limited
company.

A LOCAL WHO WANTS
TO BUILD A PAYROLL
Setup a private limited company.
Choose the correct SSIC code.
Inform MOM of the company
incorporation.
Commence paying themselves CPF.
Seek a commercial premises.
Pay a company rate of tax.

A FOREIGNER ON AN EP WHO
WANTS TO START A BUSINESS
Incorporate a private limited company
with paid-up capital 6 times their salary.
Appoint a local director for 3 months.
Inform MOM of the company
incorporation.
Employ themselves as an executive
director.
Pay company rate of tax and a personal
rate of tax for salary
Apply for PR later.

A FOREIGNER ON A DP WHO
WANTS TO START A BUSINESS
Setup a sole proprietorship.
Apply for an LOC from MOM.
Employ themselves as local manager.
Pay a personal rate of tax.
Convert to private limited company later.

A FOREIGNER WHO DOES NOT
WISH TO LIVE IN SINGAPORE
Incorporate a private limited company.
Appoint a nominee director, and provide
two foreign directors.
Make a foreigner or foreign company the
shareholder.
Apply for a Business Visa from ICA (for
countries requiring an entry visa)
Pay a company rate of tax.

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Starting a company in Singapore: introduction

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