Setting Up a Public Limited Company in Singapore

Updated on Tuesday 16th July 2019

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The private limited company in Singapore, as well as the public limited company, are the two business forms commonly used by investors. Their popularity is due to the fact that they offer, as the name suggests, limited liability to the founders, who are only liable to the extent of the capital they invest in the business.
 
Investors setting up a public limited company in Singapore will need to follow a few simple steps as well as observe the requirements for this particular business form.
 
Our team of agents who specialize in the registration of a private limited company in Singapore can also help investors open a public limited company.
 

What are the characteristics of the public limited company?

 
The public limited company shares certain similarities with the private one, however, its characteristics make it more suitable to large businesses. Among its key traits we can mention the following:
 
  • Public: this company can offer its shares to the public, which is not possible with the private limited company.
  • Liability and separation: the public limited company has legal capacity and it is separate from its founders or directors; the shareholders have limited liability.
  • Shareholders: at least 50 shareholders are required for this type of company, making it appropriate for large corporations.
  • Listed: the public limited company is, in most cases, listed on the stock exchange.
  • Regulations: because of its nature and the fact that it is listed, the public limited company us subject to more stringent accounting and reporting rules.
Like the private limited company in Singapore, the public company will need to have a locally registered office. 
 

What are the steps for opening a public limited company?

 
When starting a public limited company, investors will usually follow these steps:
 
  1. Choose a company name: the name of the company is a unique one and needs to be approved before the company can be registered.
  2. Registered office: the company must have a registered office in Singapore and the address is provided during the incorporation process.
  3. Constitution: the company’s constitutive documents are drawn up, with details about its characteristics, governance, operations, director’s rights, and liabilities, etc.
  4. Submitting the application: the company is registered with the Accounting and Corporate Regulatory Authority; this step can be performed via an online platform.
 
The company secretary must be appointed within six months following the company’s incorporation date. The secretary must be a natural person and a resident in Singapore. 
 
The public limited company is subject to different, more complex regulatory principles compared to the private type. For example, it will need to register a prospectus with the Monetary Authority before it can submit any public offers.
 
The public limited company in Singapore is set up in the same way as the Pte Ltd in Singapore
 

How is a public limited company taxed in Singapore?

 
The taxation regime for the Pte Ltd Singapore, as well as the public limited company, includes a corporate income tax of 17%. For the income year 2019, 75% of the first 10,000 of normal chargeable income for companies as well as 50% of the next 190,000 SGD are exempt from tax. Singapore does not impose a withholding tax on dividends paid by resident companies. Other taxes include interest and royalties withholding tax, social security, stamp duty, property tax. In some cases, a monthly levy can apply per foreign worker (in certain industries). Another type of tax applicable in Singapore is the goods and services tax, or the GST, which is similar to the value-added tax. The standard rate is 7%, with 0% for the export of goods and international services. Public limited companies can register for GST payment voluntarily or when their taxable turnover is more than 1 million SGD in a calendar year or it is expected to exceed this value in the next 12 months.
 
The tax year in Singapore is usually the same as the calendar year and companies are expected to submit the estimated chargeable income within three months of the end of the financial year. Certain penalties apply for late filing as well as failure to file.
 
Contact us for more information about the public and private limited company in Singapore and for complete company incorporation services for these two business forms as well as others.

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