Singapore Company Registration – Points to Ponder

Singapore is an entrepreneurs Mecca, the business friendly city state has groomed many innate entrepreneurs into successful business moguls. Both foreigners and locals have benefited alike from the pro-business policy of Singapore and have leveraged on many of its advantages to establish and nurture their ventures into flourishing companies. Often people who are planning to start a business are encountered with the dilemma of legal form of incorporation.

In Singapore any activity that raises revenue on a continual basis must be registered with Accounting & Corporate Regulatory Authority (ACRA). Many entrepreneurs often choose to set up a sole proprietorship which is relatively easier and less expensive to setup. A Sole proprietorship is nevertheless a consummate setup to carry on certain types of business it must be understood that it may not help a business in the long run and also cannot be a compatible setup for all types of businesses. Therefore before commencing a business here are certain points to ponder:

A Singapore entity carries a certain image and reveals the promoter's long term commitment to grow the business therefore a Private Limited company is the most common type of entity among small and medium sized businesses. Moreover this type of entity is deemed to be a separate legal entity therefore the owner's personal assets are curtailed from the company's debts and liabilities.

Singapore allows 100% foreign ownership so if you are a foreigner planning to register a company in Singapore, you need not worry about diluting the ownership with the locals. However in order to have access to government support and finance schemes a certain minimum local stakeholders is a prerequisite.

The minimum paid up capital for registering a Singapore company is S$1 only. So it is easy to incorporate a company in Singapore without much financial hurdles. However it must be noted that companies with substantial paid-up capital always render credibility to all its partners. Sometimes when companies are dealing with new companies to place orders or entrust a project they often run a background check on the subject. It is easy to extract the business profile online and a low paid-up capital will reflect badly. Moreover in case of foreigners who plan to relocate to Singapore to operate their business, a paid up capital of at least S$50,000 is desirable to render credibility with authorities.

A local address and a locally resident director and qualified company secretary is also a requisite to register a company, i.e. a Singapore citizen, a Permanent Resident of Singapore or an expatriate holding a valid Employment Pass or EntrePass can act as the local director. In case of a local resident is not available, your company incorporation agent will be able to provide a nominee director service for as long as you need one.

Shareholder can be individuals or a company but it must be noted that if one of the shareholders is a company then the company must submit audited financial reports annually to ACRA, company having more than 20 shareholders is also required to submit audited annual reports, therefore the annual auditing cost must be taken into account while deciding the shareholding structure of the company.

There are certain ongoing regulatory requirements to be complied with for instance any changes in its registered particulars e.g. change of company name, registered office address, change of directors, other officers, etc. must be reported to the ACRA. For small companies that are exempted from submitting audited accounts all books must be maintained properly in order to adequately explain any transaction in the event of enquiries.

Lastly but most importantly the corporate tax structure in Singapore favors companies and the owners. Singapore follows a single tier tax system hence the dividends to the shareholders are not subjected to tax at the personal level. For small companies after all the exemptions the effective tax rate is less than 9% for revenues up to S$300,000 and beyond that a flat rate of 17% is applicable. Therefore entrepreneurs prefer to set up a private limited company which is the most common type of entity n Singapore.

All in all, although the decision about which type of legal form of business to establish may depend on the complexity and nature of business involved, more often the balance tips towards the private limited type of entity because the merits offset the cost and compliance factors.

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