Setting up a private limited company in Singapore
Foreign investors have several choices when it comes to company formation in Singapore. The most preferred type of company is the limited liability company(LLC). Singapore limited liability companies are also referred to as company limited by shares in which the responsibilities of the shareholders are limited to the amount they invested in the company. According to the Singapore Company Act, limited liability companies are legal entities separated from their members, the personal assets of the shareholders being protected from any business liability.
Singapore has a favorable investment climate and a good business regulatory system. Company formation is facile and foreign investors are allowed full ownership for their companies. The political stability, the excellent infrastructure, and communications system, as well as the incentives regime and the pool of talented workers, are all important reasons why Singapore is a world-class investment destination.
Among its most developed business fields, we can mention the financial services sector. However, investors will find different business opportunities here.
Investors who wish to register a private limited company in Singapore can reach out to our agents who specialize in the incorporation of companies in this jurisdiction. Our team can provide complete information about investments, types of companies and corporate taxation, among others. Foreign entrepreneurs can rely on our services if they wish to start a business.
Bestar (LimitedCompanySingapore.com) is a partner of BridgeWest, but is also affiliated with several important international organizations, among which the Australian-Thai Chamber of Commerce, the Hong Kong General Chamber of Commerce, the Thai-Swedish Chamber of Commerce, the Thai-Canadian Chamber of Commerce, and the Affiliatica web portal. The company is also a member of the Institute of Singapore Chartered Accountants.
With a vast experience in company registration in the city-state, our local specialists can help foreign entrepreneurs who are interested in setting up a private limited company in Singapore.
The Company Law on limited liability companies in Singapore
As mentioned above, the Company Act is the main law to provide for the opening of a business in Singapore. According to it, there are several types of companies that can be incorporated in the city-state. These business forms are the same for local and foreign entrepreneurs interested in having a Singapore company.
Among the structures available for those who want to open companies here, the Singapore limited liability company is preferred by most investors. Based on the provisions of the Company Act, there are several forms of limited liability companies which can be created in Singapore. These are:
- - the private limited liability company, which is also the most employed type of structure in Singapore;
- - the private exempt limited liability company which has certain restrictions in relation to the number of shareholders;
- - the subsidiary company which in Singapore is provided for the Company Law, compared to other jurisdictions;
- - the public limited liability company which is available for those interested in setting up large operations in Singapore;
- - the Singapore public company limited by guarantee which can be created for non-profit purposes.
A few aspects which need to be considered when setting up a limited liability company in Singapore are that the private exempt company requires a maximum number of 20 shareholders, while the public company requires at least 50 shareholders. The latter can also trade its shares on the Singapore Stock Exchange. If you want to open a company in Singapore and need assistance in choosing the right type of structure among the limited liability companies available for incorporation our experts are at your disposal.
What are the requirements for opening a limited liability company in Singapore?
The Company Act establishes the minimum share capital for registering a limited liability company in Singapore is 1 SGD. The shareholders can decide the amount they need in order to successfully start their business. The Singapore limited liability company
must have at least one shareholder and maximum number of 50 and their shares cannot be traded on the Stock Exchange. The name of the private limited liability company
must end in “Private Limited” or “Pte Ltd”. The Commercial Code provides for both natural persons and corporate entities to register limited liability companies in Singapore. The limited liability compan
y is the perfect choice for foreign companies opening subsidiaries in Singapore. Limited liability companies must have at least one director and a company secretary who must be a Singapore resident.
In addition to this residency requirement for the secretary, investors who open a company in Singapore should note that the position for a secretary should not be left vacant for more than 6 months and the sole director of the company cannot fulfill this role.
When setting up a local Pte Ltd Singapore, investors will need to decide the types of shares. In most cases, there following two types are used:
- Ordinary shares: they offer voting rights as well as certain dividend rates;
- Preference shares: they offer special rights, in most cases in respect to the dividends allocation; each company can decide its own preference shares provisions and these are clearly stipulated in the Articles of Association; the issuance of these preference shares can also be decided in resolutions that are passed during company meetings.
A new company in Singapore is required to have a registered office address. This is the location where all of the formal notices and notifications from the authorities will be sent to the company and where the records will be stored. There is also a requirement to keep the registered office of a Pte Ltd Singapore accessible to the public during usual office hours. However, the company does not need to conduct its activities from this location, it can very well operate from another location.
Companies in Singapore not only benefit from favorable business conditions but they also have access to a favorable intellectual property protection regime. New limited liability companies can register their trademark with the Intellectual Property Office of Singapore. Thus, they can make sure that their business’ goods are easily distinguishable from those offered by other companies. Registering a trademark (namely the company name or logo) is often recommended for companies that wish to establish themselves on the Singapore market and increase their image and business credibility.
Company formation procedure for a PLC in Singapore
The first step towards setting up a private limited company in Singapore is to choose and reserve a name for the company. The business name reservation application is submitted with the Singapore Accounting and Corporate Authority. The second step is to have the company’s Memorandum and Articles of Association drafted. The registration of private limited company in Singapore requires the appointment of local agents who will handle the incorporation procedure. After the company is incorporated it must also register for taxation purposes. Our consultants in company registration in Singapore can draft the Memorandum and Articles of Association for you company and can also handle the incorporation procedure.
Choosing an acceptable company name is important. Here are some general guidelines on the restrictions that apply to company names:
- Undesirable: included here are names that may be of an obscene or religious nature;
- Identical names: a new company cannot use a name that is already reserved by another legal entity just as it cannot use a name that is already taken;
- Other situations: in some cases, the Register may not accept a certain name if there are specific interdictions issued for it by the Minister of Finance.
In a number of limited cases, a Pte Ltd Singapore can select a company name that was already in use. This can take place when:
- at least 2 years have passed since the company with the same name has been wound up;
- at least 3 months have passed since a foreign company has ceased to carry out business activities in Singapore;
- at least 6 years have passed since a Singapore company was struck off the register;
- at least 6 years have passed since a foreign company has had its name struck off the register.
One of our agents can give you more details on when a company name can be used and how to check for identical names.
Once the company is successfully registered with ACRA, the company founders will need to apply for special permits and licenses, as needed for their particular business activities. This can be achieved with the help of our agents who specialize in setting up a private limited company in Singapore. Some examples of licenses include the following: food stall license, liquor license, public entertainment license, halal certificate or a license for petroleum and flammable material. The process is simplified, especially for those companies that will operate in the food services business.
Our team can help you apply for the needed licenses and make sure that you follow all of the needed steps in order to avoid an application rejection. With our help, you will receive step-by-step assistance as well as guidance for preparing the license application documents. It is useful to note that you can start thinking about this step once the company registration with ACRA is complete and after you have obtained the planning permissions.
Documents for setting up a private limited company in Singapore
The following documents must be provided upon the registration of a limited liability company in Singapore:
- the shareholders’ identification papers, which can be the ID in the case of Singapore citizens and the passport in the case of foreign citizens;
- information about the company’s director or managers and the company secretary;
- the company’s Memorandum and Articles of Association which must be notarized;
- the receipt showing the payment of the company registration fee with the Trade Register;
- proof that the company has a registered address in Singapore; an office rental agreement can be provided for this purpose;
- additional information will be required in case one of the shareholders is a company.
Our Singapore company formation agents can assist with the preparation of the documents for setting up a private limited company in Singapore.
The Articles of Association of a Singapore limited liability company
The main documents related to the establishment of a limited liability company are the Articles of Association which are the statutory documents of any business in Singapore. The Articles of Association of a limited liability company must contain the following information:
- the name of the company, the date of its incorporation and the date of its termination (where applicable);
- the names of the shareholders, their residence addresses and the number of shares held in the company;
- the names of the directors, their personal information and information about how they are appointed and removed;
- information about the share capital of the company, the number of shares issued, their distribution among the shareholders, and the types of shares issued;
- information about the company secretary who needs to be a Singapore resident (nominee services can be provided for such a role);
- the main object of activity of the company and other secondary objects of activity (if necessary);
- information about the legal address of the company (it must have a registered address in Singapore);
- information about the date of the general annual meeting and other resolutions passed by the shareholders.
The Articles of Association must be filed with ACRA upon the registration of the company. Also, anytime a change is brought to the company, these documents must be amended.
It is important to note that a Singapore limited liability company must have a legal address in the city-state all the time. Also, upon registration on in maximum 14 days after registration, the working hours of the company must be declared with ACRA, according to the Company Law. A limited liability company must also have a seal which can be made before the registration procedure is begun.
Once the company is registered, the founders can open a corporate bank account with a bank branch of their choice. The Articles of Association and proof of registration with ACRA will be required.
Once the registration of the Pte Ltd in Singapore is complete, investors should keep in mind that any changes in the company’s particulars are to be notified. This should be done in a timely manner by notifying the Accounting and Corporate Regulatory Authority. Some examples of possible post-registration changes include the following:
- - changing the company name: this can be done for a free and with an in-principle approval from the authorities, based on the newly proposed name); once the new name is approved, the company representative needs to lodge a Notice of Resolution on behalf of the Pte Ltd in Singapore;
- - the business activity or registered office; the place where the register of company members and index is stored can also be updated (this applies to companies that were incorporated before the start pf 2016);
- - changing the company officers of the shareholders (data such as the name, nationality, identification documents, address, occupation and telephone contact details will be required for the new shareholders or as they change for the existing ones).
When needed, our team can provide more details on changing the company name and updating the particulars of the business. This many be required especially in those cases that involve purchasing an already registered private limited company in Singapore as the new owners will wish to make the changes to adapt the legal entities according to their business needs.
tractive to investors?
Why register a limited liability company in Singapore?
The limited liability company is the preferred choice of a business form for both local and foreign investors in Singapore. This is because the shareholders will have limited accountability for the obligations and the debts of the company. Their responsibility will be limited to the amount they invested. Also, the company formation requirements are minimum when it comes to the shareholding and management structure of the business, as seen above.
However, foreign enterprises are required to hire a local consultancy firm or appoint a local agent resident of Singapore to carry out the registration procedure. Other than that, there are no special requirements when opening a Pte Ltd in Singapore. Our specialists in company formation will provide you with more information about the advantages of limited liability companies.
Taxation and accounting for limited liability companies in Singapore
The limited liability company, no matter if it is a private or a public company, will be subject to the following taxes:
- the corporate tax;
- the goods and services tax;
- withholding taxes applied to interests, dividends and royalties;
- social security contributions;
- the real estate tax;
- the stamp duty.
What should be noticed is that in order to know the amount a limited liability company must pay it must first verify the income which can be taxed and then file the returns based on which the Inland Revenue Authority in Singapore will calculate the taxes the company will pay.
Before setting up a private limited company in Singapore, you should know that Singapore has one of the lowest corporate taxes in Asia: 17%. However, startups registered as limited liability companies may also benefit from full tax exemption during their first year of activity. Apart from this, the Government also enables various incentive schemes under which investors can apply for tax exemptions or deductions. Some of the investment incentives are in the form of concessions, favorable loan conditions, accelerated depreciation schemes, and others. One of our agents who specialize in company formation and in opening a private limited company in Singapore can provide complete details about the Economic Expansion Incentives and the Income Tax Act. Investors can note that incentives are available across a wide range of business activities. Seeking personalized assistance can make it easier to understand what incentives apply according to the type of business and the business field.
In some cases, companies in Singapore can benefit from concessionary tax rates, from 0% to 15%, compared to the usual corporate tax rate of 17%. These can be awarded according to the number of jobs that are created, the amount of business expenditure and the number of new activities introduced in the city-state. One of our agents can also provide more details about these concessionary tax rates. Foreign companies can also register subsidiaries under the form of limited liability companies and thus benefit from Singapore’s double taxation agreements.
The other rates of the taxes imposed to limited liability companies in Singapore are:
- the GST is applied at a rate of 7%, however there is also a 0% rate available for certain products;
- the withholding tax rates range between 0% and 15% depending on the type of income and who it distributed to;
- the social security contributions have rates ranging between 7.5% and 17%;
- the real estate tax is applied progressively and can reach a rate of 20%.
From an accounting point of view, the private limited company in Singapore is required to prepare its annual balance sheets which must be audited and filed with ACRA. The advantage is that there are many professional accounting firms offering tailored accounting services to foreign owners of limited liability companies.
Considering there are several types of limited liability companies which can be established in Singapore, it should be mentioned that the accounting requirements will depend on the form of the company. For example, private and exempt limited liability companies will benefit from simplified accounting and audit requirements, while public companies will be subject to more stringent requirements.
Small companies that are not publicly accountable are required to file a simplified filing (the simplified XBRL template), together with copies of other documents. Companies that do not fall under this category are expected to file the full XBRl template.
For the purpose of accounting, a small company is one with no more than 500,000 S$ in revenue and 500,000 S$ in assets in a given financial year. This assessment is based on the financial statements thar are required for all companies, according to the Companies Act. In addition to this, non-publicly accountable is defined as not being listed or in the process of issuing equity instruments for trading on a securities exchange in Singapore or not listed on a stock exchange outside of Singapore. Publicly accountable companies are also several types of financial institutions.
Companies incorporated in Singapore that operate in banking or insurance are subject to filing their financial statements in a different format.
The difference between the full and the simplified template for filing lies in the number of data elements (approximately 210 for the full form and about 120 for the simplified version). In all cases, the template, through its data elements, is able to highlight complete information on the financial performance and the position of the company.
We are at your disposal in case you are interested in setting up a private limited company in Singapore. We can also help if you need accounting services for your limited liability company.
Assistance for employment and other matters in Singapore
Investors who are interested in company formation in Singapore, whether they open a Pte Ltd in Singapore or another type of company, are also concerned with the labor regulations. Our team can provide complete details about the requirements set forth by the Ministry of Manpower and the current laws in force. There are no mandatory requirements for company owners to follow a minimum wage for workers, however, they do need to comply with the obligations for social security payments. These are made on a monthly basis and they vary according to the value of the employee’s remuneration. Reduced rates can apply for some types of employees (for example those above 55 years of age).
What’s more, employers in Singapore should know that they are required to cover the Work Injury Compensation Insurance for all of their employees, whether local or foreign. This is applicable irrespective of the type of contract with the individual (service contract or apprenticeship agreement) and regardless of the wage, age, or nationality of the employee. This requirement is set forth in the Work Injury Compensation Act.
Singapore has an open policy towards the employment of foreigners and the government is often attempting to attract foreign employees. A special work pass is issued by the Ministry of Manpower and executives and qualified individuals who earn a monthly salary of a certain value can apply for an employment pass. Other passes, such as the “S” pass is issued for skilled foreign workers who do not qualify for the regular employment pass.
Investors who, for various reasons, wish to strike off a private limited company in Singapore, can rely on the aid provided by our team of experts. The decision to close a company may become necessary for a number of reasons and one option to cease its existence is to strike off the name from the register. The director of the company, guided by our experts, can do so by means of an application with ACRA. The approval is issued if there is reasonable cause to believe that the company is not carrying out business and it also complies with the other criteria for its striking off.
Some of the situations in which the company can be removed from the register include the following:
- the company has ceased trading in Singapore or, alternatively, it had not engaged in business since it was incorporated;
- it has no outstanding debts owed to main government agencies in Singapore, such as the Inland Revenue Authority;
- it is not subject to an ongoing or a pending regulatory action/disciplinary proceeding;
- it has no assets and liabilities and no contingent ones;
- all of the directors of the company authorize the applicant to strike off the legal entity.
The striking off can be opposed by another party and in this case the company that is subject to the removal from the register has two months to address the issue and then resume the process. It is important to note that the striking off cannot continue until the objection is resolved.
Once the process of striking off has been completed, ACRA publishes the name of the company in the Government Gazette and 60 days after the name of the company will be finally struck off the register. This is a process that can take at least four months and we recommend that investors who are interested in ceasing the existence of a company reach out to our agents who specialize in Singapore company incorporation and other issues.
Foreign companies in Singapore
As an alternative to opening a private limited company in Singapore, investors can set up a branch or a representative office. The branch is an extension of the parent company and it engages in exactly the same business activities. It must have the same name and a local representative. It is also registered with ACRA, a process during which the founders submit the certified copies of the foreign company’s constitutive documents.
The representative office is only used for marketing or research purposes and it may not engage in any commercial or business activities for the purpose of deriving profit from Singapore.
These two forms of entering the market are limited in some respects and foreign investors may find that opening a new legal entity is more advantageous in some cases. This can be accomplished in the form of a subsidiary opened as a private limited company.
How can a Singapore limited liability company be used?
A limited liability company can have several uses in Singapore. Among these are:
- - it can be used as a subsidiary by foreign companies interested in doing business in Singapore;
- - it can be used as a holding company, which is one of the best tax minimization tools in Singapore;
- - it can be used as an offshore company and thus address other markets around the world;
- - its main use is that of an onshore company employed for trading purposes in Singapore.
The corporation, either public or private, is the most commonly used business form in Singapore, as seen from the following statistics issued by the Department of Statistics:
- 467 limited liability partnerships;
- 25 limited partnerships;
- 4,056 sole proprietorships and partnerships;
- 10,299 companies.
The data was recorded for business entities registered between January and March 2019.
Investors who need assistance during the incorporation process of a corporation or another type of business entity, like a partnership, can reach out to our agents.
You can also contact us
for any other information related to setting up a private limited company in Singapore
or any other type of company. You can rely on our company registration representatives for personalized advice in opening a company in Singapore, including a limited liability company. We can handle the business incorporation procedure from the beginning until the end.