in.telligent corporate solutions...Singapore headquartered corporate solutions provider specializing...

In.Telligent Corporate Solutions

IN.CORP GLOBAL PTE. LTD.

One Raffles Place #41-01 Singapore 048616

www.indotcorp.com

[email protected]

CORPORATE COMPLIANCE KNOWLEDGE SERIES

INCORPORATING IN SINGAPORE - COMMONLY ASKED QUESTIONS

Singapore headquartered corporate solutions provider specializing in corporate compliance, accounting, taxation, incorporation and expansion advisory services.

We are a Pan Asian, full-service professional services firm working with our corporate clients in connecting the Dots for their International expansion journey

OUR IDENTITY

WHAT WE DO

Why Choose Us

Whether it is an organic expansion or an M&A driven growth, we assist our clients in providing customized solutions as they start their International expansion journey including due diligence, search packages, valuation and market advisory.

We assist our clients in incorporating their businesses entities, setting up registered o�ces, providing quali�ed directors and establishing every aspect of local administration around payroll, tax registration, banking set up etc.

Our clients also rely on us for all their Compliance needs ranging from Accounting & Reporting, Company secretarial requirements, Taxation, Legal administration etc.

We have a team of industry experts that can work with the clients connecting them with the opportunity: whether this opportunity is in the form of expansion capital or potential merger.

• Business and Company formation services

• Advisory – comprehensive market entry analysis

• Advisory – comprehensive market entry analysis• Nominee services

• Accounting and Finance oustsourcing• Special projects • Payroll

• Tax planning and structuring• Tax �ling

• Immigration advisory

• Banking liaison• Treasury advisory• M&A & corporate consultancy

• Tax advisory• IP/Trademark �ling• Compliance advisory

• Connect clients with legal and �duciary service providers

• Internationalexpansionadvisory

• Human capital expansion• EP Filings/renewals/cancellations

Solutions acrossthe organizational lifecycle

Services Portfolio

Why Choose Us?

Knowledge centric, One stop solution providerFrom incorporation to consulting

Professionally diverse management team.Deep knowledge of industry and compliance

Value added services portfolio

Regional service offering

Excellent client relationships and successful track record

Responsive, diligent and collaborative

Before the Setup During the Setup Phase During the Steady State And Beyond

INCORPORATION

COMPLIANCE

ACCOUNTING

TAXATION

IMMIGRATION

SOLUTIONS & ADVISORY

LEGAL & FIDUCIARY

� � �

Write to us:

[email protected]

www.indotcorp.com

SINGAPORE INCORPORATION – FAQs

1 COMPANY FORMATION

What are the basic requirements for incorporation of a company in Singapore?

Singapore is one of the easiest places in the world to conduct business.

• Any local or foreign person can incorporate a company in Singapore • With a minimum of 1 director and 1 shareholder. At least 1 director must be a local resident (ie.

Singapore citizen, permanent resident or EP/DP holder) • Note that 100% foreign ownership is permitted and you can incorporate with a minimum paid-up capital

of $1. There is no lock up period applicable in Singapore and company’s may begin to utilize their paid up capital immediately, so long as it is for legitimate business purposes.

• Company can also increase its paid up capital at any stage after incorporation. • A couple of important aspects to consider:

o A local registered address is required o A local qualified company secretary must be appointed within 6 months of company getting

incorporated in Singapore

Do we need a registered address in Singapore for my company?

• Yes, all Singapore companies must have a Singapore registered address. It is not a requirement that office space must be leased and the use of Registered Office Services, such as ours, is permitted.

What are Virtual Office Services?

• While it is not a requirement that a company has a telephone and fax number, you may find this useful depending on the needs of your business.

• Virtual Office services include o a dedicated phone for your business, an automated greeting service and message recording

which will be forwarded to you and the receipt o forwarding of any documents received via fax o ability to use our office space as your workspace (Office in Office) for the number of days /

weeks that you are in Singapore. We have a dedicated office area with self-contained infrastructure (printer, internet connection, workstation etc.) that can be used by you.

How long does the incorporation process take?

• We can have your company approved by and registered with the Accounting Corporate Regulatory Authority within 1 day.

• The process for incorporation of company is fairly straightforward and includes checking if the name (under which business is proposed to be registered) is still available, blocking it and submitting all the documents required for the formation.

• In.Corp can assist in company formation and offering Nominee/Resident Directors either on a long term basis or till the time you hire/relocate/appoint a Resident Director

• In.Corp also provides qualified company secretaries for your set up in Singapore

• In.Corp provides Registered address services – we are located in the heart of Central Business District (CBD), in the Raffles Place.

• We are also offer Virtual Office solutions inclusive of mail forwarding, Virtual telephone services etc. Please refer to services page for more details.


Do I need to be present for the incorporation process?

• No, you can complete the whole process online.

Do I have to be a Singapore resident to incorporate a company?

• No, but you will need to appoint at least one director who is ordinarily resident in Singapore.

Can my company be 100% foreign owned?

• Yes, Singapore permits 100% foreign ownership of Singapore companies.

I am a foreign person who would like to incorporate a company in Singapore. Will I be able to relocate to Singapore to manage my business?

• Yes, you will need to incorporate your Singapore company and subsequently apply for an Entrepreneur Pass or Employment Pass from the Ministry of Manpower.

We would like to incorporate a company in Singapore but we do not meet the local director requirement. Is it still possible to open a company in Singapore?

There are several options you may consider.

• If you plan to relocate to Singapore, you can act as the local director subject to approval of your Entrepreneur Pass or Employment Pass.

• Alternatively, you can use nominee director service from a professional services company in order to satisfy the local director requirement.

• You may also chose to appoint a local employee or someone you know in Singapore and who is willing to act as the local director.

What documents to I need to provide in order to incorporate a company in Singapore?

For Directors/Shareholders:

• Copy of NRIC/FIN/Passport personal page of Directors/Shareholders • Completed/signed KYC Forms or other requirements as the service provider may have • Proof of Address (e.g. bank statement, utility bill not older than 3 months)

For Corporate Shareholders:

• Copy of the Certificate of Incorporation of the holding company • Copy of business profile “Extract” of the holding company • Copy of passport personal page of Parent Company’s representative who will be signing the

incorporation documents

* English translations are required for all documents not in English.

Do I first need approval of the name of my company?

• Yes, ACRA needs to approve the name before you can begin the incorporation process. Approval can be attained in less than an hour and the approved name can be reserved for up to 60 days.

• In.Corp can assist in Employment and Entreprenuer Passes – ranging from assisting you with documentation, business plan etc.

• Please refer to our services page for more details.


Do I need to visit Singapore to incorporate a company?

• No, you do not need to be present in Singapore to incorporate a company. We can send all documents to you for signing and you can sign and courier the documents back to us.

• Note that should you wish to open a bank account in Singapore, some banks may require you to be present for the account opening process.

How and when do I receive the documents for my new company?

• As soon as your company is registered we will provide you with electronic copies of all relevant documents. All originals will be posted to you within 1 day.

What are the Memorandum and Articles of Association?

• The memorandum of association is the basic constitutional document of the company setting out the structure and aims of the company. It defines the face that the company presents to the outside world.

• The articles of association contain the regulations prescribing the manner in which the company is governed. They are the internal regulations of the company.

What are the key requirements for the incorporation process?

To incorporate a company, you need the following:

• Company name – Selection and approval of company name. • Directors – at least one local resident director is required. • Shareholders – a minimum of one shareholder is required. • Paid up capital – Minimum of one share in any currency. • Registered address in Singapore. • Company secretary – individual that is ordinarily resident in Singapore.

What are the different types of legal entities that can be formed in Singapore? How can I select which one is most suitable for me?

It is important to understand and choose the most suitable business structure as it can affect you in various ways:

• number of owners in the business • records and accounts you have to keep • taxes you have to pay (personal versus corporate tax rates) • your financial liability (personal versus limited liability) • ways you can raise funds • how management decisions are made in the business • how easy it is to close the business

All business structures must be registered with the Accounting and Corporate Regulatory Authority (ACRA).

Comparison of all available legal structures are captured as follows:


Most common legal structure adopted is that of a ‘Company’ that is private limited.

Business Structure Definition & Ownership Legal Status & Liability TaxesIt is not a legal entity (i.e. it cannot sue or be sued in its own name and it cannot own or hold any property).The owner is personally accountable for all risks, debts and losses.It is not a legal entity (i.e. it cannot sue or be sued in its own name and it cannot own or hold any property).Each partner is personally accountable for all risks, debts and losses. You can also be made accountable for losses incurred by other partners.

It is a legal entity (i.e. it can sue or be sued in its own name and can own or hold any property).

An individual’s income from the LLP will be taxed at personal

It is compulsory for all LLPs to appoint a local manager.

The company’s income from the LLP will be taxed at corporate tax

The personal assets of the partners are protected and owners are not personally accountable for the wrongful acts of other owners.Any changes in the LLP (e.g. resignation or death of partners) do not affect its existence, rights or liabilities.

A limited liability partnership with limited partners.

It is not a legal entity (i.e. it cannot sue or be sued in its own name and it cannot own or hold any property).

An individual’s income from the LLP will be taxed at personal

Minimum of 2 partners, with at least 1 general partner and at least 1 limited partner. No limit on

A general partner has unlimited personal liability and can be appointed as the manager of the LP.

The company’s income from the LLP will be taxed at corporate tax rate.

A limited partner is not liable for any debts and obligations beyond his agreed investment in the LP. If a limited partner takes part in the management of the LP, he will have unlimited liability as if he were a general partner.

A business entity registered under the Most companies in Singapore are private – “Private Limited (Pte Ltd)” – Your company becomes public – with no limit on owners - when it can offer shares, debentures and The owners of the company are called shareholders. There must be a minimum of one share owned by one shareholder. The value of the

However, most companies opt to have at least 2 directors as banks and other financial institutions usually require 2 signatories.

Directors cannot be bankrupts or persons convicted of dishonesty.

Limited Partnership (LP)

Investors may be more willing to join as silent partners, as liability for non-general partners is limited.There is no need to audit or file annual returns, but you must keep accounting and other records to explain its transactions and financial position for

Company

It is a legal entity (i.e. it can sue or be sued in its own name and can own or hold any property).

Profits are taxed at corporate tax rates.

There are more formalities and procedures to comply with, e.g. There must be at least one shareholder and one director. They can be the same person.

Partnerships are automatically dissolved when a partner exits or

Limited Liability Partnership (LLP)

A partnership with a minimum of 2 partners. No limit on number of partners.

LLPs combine the limited liability features of companies with the operational flexibility of partnerships.There is no need to audit or file annual returns with ACRA but you must make an Annual Declaration that the LLP

Set-Up & Admin

Sole-Proprietorship

A business firm with only 1 owner.

Profits are taxed at personal income tax rates.

Set-up and administration requirements are the simplest and least complicated.

Partnership

A business firm owned by 2 -20 individuals or companies.

Profits form part of each partner’s personal income and are taxed at personal income tax rates.

Quick and easy to set-up and administer.Draw up a Partnership Agreement that defines the role, responsibilities


2 COMPANY DIRECTORS

How many directors do I need to incorporate my company?

• A minimum of 1 director is required. The company must have a least 1 director who is ordinarily resident in Singapore.

Can all directors be foreigners?

• No, every Singapore company will need at least 1 director who is ordinarily resident in Singapore (i.e. Singapore citizen, permanent resident, EP/DP holder).

Can a director also be the company secretary?

• A director can also hold the position of company secretary only if he is qualified to do so.

Who is eligible to be a company director?

• Any individual who is 18 years old or older • Undischarged bankrupts, persons convicted of certain offences, persons who are unfit to be directors

and those who have been in persistent default with the procedural requirement of the Companies Act are NOT eligible to be company directors

Do I need to be living in Singapore to be a director?

• No, however there needs to be at least one director who is ordinarily resident in Singapore.

Can another company be appointed as a director?

• No. A director must be a natural person.

What are they typical terms for providing a nominee director service?

The responsibilities of a company director are rather onerous and therefore we usually require that certain conditions are met before we offer this service, such as:

• Credibility of company beneficiaries • Sign a nominee director indemnity letter and engagement letter for our services • Provide a refundable security deposit

Does a director have to be a shareholder and vice versa?

• No, directors are not required to own shares in the company but they are permitted to. Similarly, a shareholder does not have to be a director but is permitted to be appointed as such.

What are the main responsibilities of a director?

• Directors are responsible for the decision-making and running of the business and ensuring the company is in compliance with its statutory obligations.


Is a director an officer of the company?

• Yes, the Companies Act classifies all appointed directors as officers of the company.

Can I remove or appoint a director from my company?

• Yes. Directors may be removed or appointed in the manner as prescribed in the company’s articles of association.


3 COMPANY SECRETARY

What is a company secretary?

• A company secretary is the person appointed to ensure the company’s maintains compliance with the many statutory requirements – such as maintaining and filing statutory records and returns.

Who can be a company secretary?

• Any natural person who is ordinarily resident in Singapore and who has the requisite knowledge to perform the duties.

Do I need a company secretary at the time of incorporating my company?

• A company secretary must be appointed within 6 months of setting up your company.

Can a director also be the company secretary?

• A director can also hold the position of company secretary only if he is qualified to do so.

What are the duties and responsibilities of a company secretary?

• The company secretary is required to ensure that the company is in compliance with the relevant legal requirements. This includes preparing and filing statutory registers and returns, directors’ reports, board resolutions, minutes of the general meeting.

Is the company secretary an employee of the company?

• A company secretary can also be an employee of the company, but this is not a prerequisite. A company can also use the services of a third party service provider, such as ourselves, to comply with the company secretary requirement.

Is the company secretary an officer of the company?

• Yes, just as directors are officers, the Companies Act classifies a company secretary as an officer of the company, however directors are responsible and ultimately liable for the company’s compliance.

Can my company retain annual Company Secretarial services?

Yes. Our company secretarial services include:

• Providing at least one qualified person to be appointed as your Company Secretary in accordance with the Act.

• Attending to routine secretarial matters of the company, including the first board meeting, annual general meeting, biz profile records and affixation of common seal.

• Safekeeping and maintaining registers, minute book and other statutory records. • Providing you with compliance reminders with regard to the numerous regulatory requirements.

• In.Corp offers comprehensive Corporate Secretarial solutions. • Please refer to our services page for more details.


Can I remove or appoint a company secretary after the company is incorporated?

• Yes, the company secretary can be removed or appointed in the manner prescribed in the company’s articles of association.


4 COMPLIANCE

I am busy running the company and I am unable to keep track of the deadlines for AGM and filing of Annual Return. What do I do?

• If you have appointed a company secretary, they will be able to advice you on the AGM and Annual Return filing dates, prepare the necessary documents and minutes for your approval and file the documents with ACRA on time.

• If you do not have a company secretary, and fail to keep track, ACRA will send you reminders. However, the directors of the company has to ensure that they hold the AGM, prepare the necessary documents and make all Annual Return filings on time.

There was a change in director of my dormant company. Do I need to inform ACR?

• Yes, even if your company was dormant, you are required to notify ACRA for any change of corporate information including change of directors.

My company was dormant in the last financial year. What is my obligation with respect to filing audited accounts?

• A dormant company does not need to have its accounts audited and can file unaudited accounts.

My company was dormant in the last financial year. Do I still need to hold an AGM?

• Even if a company was dormant, it is mandatory to hold AGM and file Annual Return.

What is a dormant company?

A company is considered dormant during a period in which no accounting transaction occurs. Its status is NOT affected by the following transactions:

• The appointment of a secretary. • The appointment of an auditor. • The maintenance of a registered office. • The keeping of registers and books. • The payment of fees, fines or default penalties of any amount to the Registrar (ACRA). • The taking of shares in the company by a subscriber to the memorandum in pursuance of an

undertaking of his in the memorandum

My company is exempt from audit requirements (EPC with less than S$ 5 Million revenue in a financial year). Do I still need to maintain proper books of account?

• Yes. You do. You will have to maintain your books of accounts.

• In.Corp offers comprehensive Accounting / Book keeping and Payroll Solutions. • Please refer to our services page for more details.


5 INTERNATIONAL SUBSIDIARIES

What is the difference between a Singapore Company and a Singapore Subsidiary Company?

• The key difference between is the shareholding of the respective companies. A Singapore Subsidiary is a private limited company with corporate shareholders. A subsidiary company is required to file audited accounts and may enjoy some tax incentives.

What is the difference between a Singapore Subsidiary Company and a Branch Office?

A subsidiary company is usually the preferred option over a branch office for the following reasons:

• A branch is an extension of its head office and is not a separate entity. • A branch is required to appoint at least 2 agents who are ordinarily resident in Singapore. • A branch is treated as a non-resident entity and therefore is not eligible for tax exemptions or incentives

that a subsidiary company (which is considered a resident entity) may be entitled to. • A branch is required to file its head office accounts as well as its own audited accounts.

Can a subsidiary company also have individual shareholders in addition to the corporate shareholder?

• Yes, it is possible to have both corporate and individual shareholders.

How many directors does a subsidiary company require?

• The company must have at least one director who must be ordinarily resident in Singapore.

As a foreign company looking to register a subsidiary company in Singapore, what are our options if we do not have a local director?

There are several options you may consider:

• If you plan to relocate one of your senior employees to Singapore, you can apply for an employment pass for this individual who can act as the local director once the EP is approved.

• Alternatively, you can use our nominee director services. • You could appoint a local person you know or a local employee who is willing to act as the local director.

Does the Singapore subsidiary need to appoint any other officers?

• Yes, the subsidiary will need to appoint a company secretary.

Does a Singapore subsidiary require a registered address in Singapore?

• Yes, all Singapore companies and subsidiaries need to have a registered address in Singapore.


6 CORPORATE AND EMPLOYEE TAX

Are there any restrictions regarding moving funds between Singapore and overseas?

• No, funds can be moved freely for legitimate business purposes and there are no exchange controls in Singapore.

What is the corporate tax rate in Singapore?

• The current corporate tax rate is 17%. Full and partial tax exemptions may be applicable for taxable income up to S$300,000.

What is the difference between a resident and non-resident Singapore company?

• In Singapore, the tax residence status of a company depends on where the control and management of its business is exercised. A company is tax resident in Singapore if the control and management of its business is exercised in Singapore.

• The basis of taxation for a resident company and non-resident company is generally the same. However, there are some benefits that a resident company can enjoy that a non-resident would not, for example benefiting from any applicable Avoidance of Double Taxation Agreements and various tax exemptions.

What is the difference between full exemption and partial exemption for Singapore start-ups?

Full corporate tax exemption is on normal chargeable income up to $100,000 for the first three consecutive tax filing years. Thus is only granted to start-ups that meet the following criteria:

• Singapore incorporated company • Tax resident in Singapore for the applicable year • Have no more than 20 shareholders in that year, • At least 10% of the shareholders must be individuals • Should a company not meet the requisite criteria, it would still be eligible for a partial exemption.

Will a Singapore Branch qualify for any start-up exemption?

• No, a Singapore branch is not eligible for start-up exemption. It may however still enjoy a partial tax exemption on its chargeable income.

Do we need to pay any taxes related to the hiring of staff?

• Local Employees (Singapore Citizens and Permanent Residents): You will be required to pay Central Provident Fund contributions for each local employee at the specified rate calculated according to a percentage of their salary.

• Foreign Employees: CPF contributions are not required for foreign employees. • In Singapore, employees are responsible for their own income tax payments and Employers are not

required to withhold any income tax, with the exception of when an EP holder plans to leave Singapore, in which case a tax clearance certificate is required.

• In.Corp offers Tax computation and filing services. • Please refer to our services page for more details.

in.telligent corporate solutions...Singapore headquartered corporate solutions provider specializing...

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