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Singapore Company Registration

Company Law in Singapore

Company law in Singapore is governed primarily by the Singapore Companies Act (Chapter 50) and the Accounting and Corporate Regulatory Authority (ACRA). Singapore provides a well-established legal framework for businesses, making it a popular destination for both local and foreign entrepreneurs. Here's an overview of the provisions of Singapore's company law, the types of business entities, the procedure for company incorporation, applicable forms, required documents, fees, and taxation under Singapore tax laws:

Provisions of Singapore Company Law:

  1. Types of Business Entities:
    • Singapore offers various business structures, including private limited companies, public limited companies, sole proprietorships, partnerships, and limited liability partnerships (LLPs).
    • The most common choice for businesses is the private limited company, which provides limited liability to its shareholders.
  2. Corporate Governance:
    • Singapore has a robust corporate governance framework, including rules and regulations for the management and administration of companies.
    • Companies are required to appoint directors, secretaries, and auditors and hold annual general meetings.
  3. Limited Liability:
    • Shareholders in a private limited company have limited liability, meaning their personal assets are generally protected from business debts and liabilities.

Procedure for Incorporation of a Company in Singapore:

  1. Company Name Reservation:
    • Choose a unique company name and submit a name reservation application to ACRA. The name should comply with naming guidelines.
  2. Appointment of Officers:
    • Appoint at least one director who is ordinarily resident in Singapore. Also, appoint a company secretary within six months of incorporation.
  3. Share Capital and Shareholders:
    • Decide on the company's share capital and distribution among shareholders. There is no minimum share capital requirement.
  4. Registered Address:
    • Provide a local Singapore address as the registered office address.
  5. Company Constitution:
    • Prepare a company constitution (formerly known as the Memorandum and Articles of Association) outlining the company's internal rules and regulations.
  6. Incorporation Documents:
    • Prepare and sign the following incorporation documents:
      • Form CAC (Singapore's company incorporation form)
      • Statutory Declaration of Compliance
      • Statement of Nominal Capital
  7. Submission to ACRA:
    • Submit the incorporation documents, along with the necessary fees, to ACRA through its online filing system BizFile.
  8. Issuance of Certificate of Incorporation:
    • Upon approval by ACRA, you will receive a Certificate of Incorporation, which confirms the company's legal existence.

Forms Applicable for Registration:

  • Form CAC (Application for Registration of a Company)
  • Other relevant forms may be required based on the specifics of your company structure and circumstances.

Documents Required for Registration:

  • A copy of the company constitution (formerly Memorandum and Articles of Association)
  • Particulars of directors and shareholders
  • Registered office address
  • Consent to Act as Director and Statement of Non-Disqualification (for directors)
  • Consent to Act as Company Secretary (for company secretary)
  • Statutory Declaration of Compliance
  • Statement of Nominal Capital

Fees for Registration:

  • Registration fees and filing fees are payable to ACRA. The amount varies based on the company's share capital and other factors.

Taxation under Singapore Tax Laws:

Singapore has a favorable tax regime that includes the following key aspects:

  1. Corporate Income Tax: Singapore has a flat corporate income tax rate of 17%. However, certain tax incentives, exemptions, and deductions are available for qualifying companies.
  2. Goods and Services Tax (GST): Singapore imposes a Goods and Services Tax (GST) at a standard rate of 7% on the supply of goods and services. Businesses with an annual turnover exceeding SGD 1 million must register for GST and charge GST on their supplies.
  3. Personal Income Tax: Shareholders' dividends and capital gains are generally not subject to tax in Singapore.
  4. Double Taxation Agreements (DTAs): Singapore has an extensive network of DTAs with numerous countries to avoid double taxation and encourage cross-border trade.
  5. Tax Incentives: Singapore offers various tax incentives to attract businesses, including tax exemptions for certain types of income and industry-specific incentives.

Please note that tax laws and regulations may change over time, please refer to the latest guidance from the Inland Revenue Authority of Singapore (IRAS) for the most current information on taxation in Singapore. You can take help of our expert for registration and filing of income tax.

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