Prepared for directors
of Singapore private
limited companies.
As of April 2014
STARTING A
COMPANY IN
SINGAPORE:
INTRODUCT...
www.futurebooks.com.sg
LAUNCH YOUR
BIG IDEA
STRUCTURES AND
COMPLIANCE
www.futurebooks.com.sg
LEGAL STRUCTURES:
LOCAL DIRECTORS
Sole proprietorship
Unlimited liability but
low cost of complianc...
www.futurebooks.com.sg
LEGAL STRUCTURES:
FOREIGN DIRECTORS
Representative company
Scouting to find
business and
networks.
...
www.futurebooks.com.sg
IMPORTANT
GOVT BODIES
Body Purpose Contact
Accounting and Corporate
Regulatory Authority Singapore
...
www.futurebooks.com.sg
COMPLIANCE WITH
ACRA’S BIG 4
1. Local director
2. Company secretary
3. Registered mailing address
4...
www.futurebooks.com.sg
#1 APPOINTING A
LOCAL DIRECTOR
Resident of Singapore (can be a
foreigner).
18 years or above.
Can b...
www.futurebooks.com.sg
#2 REGISTERED
MAILING ADDRESS
Normally a commercial address where
the director intends to work.
Can...
www.futurebooks.com.sg
#3 APPOINTING A
COMPANY SECRETARY
Can I handle asset
registers?
Can I handle
share transfers?
Can I...
www.futurebooks.com.sg
#4 APPOINTING
AN AUDIT FIRM
Do I want to attend a
planning meeting?
Will I answer
email?
Will I get...
INCORPORATING
A PRIVATE LIMITED
COMPANY
www.futurebooks.com.sg
PLAN YOUR
INCORPORATION
www.futurebooks.com.sg
Q/A
WIN TALK -
TIME WORTH
$500 WITH A
CONSULTANT
www.futurebooks.com.sg
COMPLETING AN
INCORPORATION
Business name
Registered mailing
address
SSIC code
Directors
• Local
• ...
www.futurebooks.com.sg
#1 BIZFILE
Download
www.futurebooks.com.sg
#2 M+AA
Download
Approx 100
articles
www.futurebooks.com.sg
#3 SHARE
CERTIFICATE
Download
Common seal
www.futurebooks.com.sg
#4 BOARD OF DIRECTORS
RESOLUTION
Download
www.futurebooks.com.sg
COMPANY
STAMP + SEAL
Stamp can include
Full company name
UEN number
Registered address Do I need a
...
www.futurebooks.com.sg
Search for
‘Singapore
incorporation’
on the App Store.
OPENING A
CORPORATE
BANK ACCOUNT
www.futurebooks.com.sg
STARTUP FRIENDLY
BANKS
Account name Min. opening
balance
Min. avg. daily
balance
Directors /
Shareh...
www.futurebooks.com.sg
GET USED TO
CORPORATE BANKING
Most require at least two directors or one
director / company secreta...
START-UP
FRIENDLY
VISAS
www.futurebooks.com.sg
OVERVIEW ON
WORK PASSES
Employment
pass
Entrepass
Business
visaLetter Of
Consent
www.futurebooks.com.sg
SUMMARY OF
IMPORTANT TIMINGS
Activity Description
Incorporation
10 days to incorporate (7 days to c...
SCENARIOS
www.futurebooks.com.sg
A LOCAL WHO WANTS
TO TEST AN IDEA
Setup a sole proprietorship.
Pay tax at a personal income rate.
C...
www.futurebooks.com.sg
A LOCAL WHO WANTS
TO BUILD A PAYROLL
Setup a private limited company.
Choose the correct SSIC code....
www.futurebooks.com.sg
A FOREIGNER ON AN EP WHO
WANTS TO START A BUSINESS
Incorporate a private limited company
with paid-...
www.futurebooks.com.sg
A FOREIGNER ON A DP WHO
WANTS TO START A BUSINESS
Setup a sole proprietorship.
Apply for an LOC fro...
www.futurebooks.com.sg
A FOREIGNER WHO DOES NOT
WISH TO LIVE IN SINGAPORE
Incorporate a private limited company.
Appoint a...
www.futurebooks.com.sg
www.futurebooks.com.sg
TERMS OF USE
Restrictions on Use of Contents
1. Except as otherwise provided, the Contents of this
...
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Starting a company in Singapore: introduction

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Everything a foreigner or local director should know about how to incorporate and run a company in Singapore during the first month of operation.

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Starting a company in Singapore: introduction

  1. 1. Prepared for directors of Singapore private limited companies. As of April 2014 STARTING A COMPANY IN SINGAPORE: INTRODUCTION
  2. 2. www.futurebooks.com.sg LAUNCH YOUR BIG IDEA
  3. 3. STRUCTURES AND COMPLIANCE
  4. 4. www.futurebooks.com.sg LEGAL STRUCTURES: LOCAL DIRECTORS Sole proprietorship Unlimited liability but low cost of compliance Enjoy separation of owner + manager Tax effective <S$100k in revenue Private limited Limited liability but high cost of compliance Directors + shareholders Tax effective >$S100k in revenue Investment easier
  5. 5. www.futurebooks.com.sg LEGAL STRUCTURES: FOREIGN DIRECTORS Representative company Scouting to find business and networks. Requires a large overseas interest Trade not permitted. Private limited Limited liability but high cost of compliance Directors + shareholders Tax effective >$S100k in revenue Investment easier
  6. 6. www.futurebooks.com.sg IMPORTANT GOVT BODIES Body Purpose Contact Accounting and Corporate Regulatory Authority Singapore (ACRA) Company Registrar +65 6248 6028 Inland Revenue Authority of Singapore (IRAS) Tax +65 6356 8622 Ministry of Manpower (MOM) Work passes +65 6438 5122
  7. 7. www.futurebooks.com.sg COMPLIANCE WITH ACRA’S BIG 4 1. Local director 2. Company secretary 3. Registered mailing address 4. Audit firm (under some circumstances)
  8. 8. www.futurebooks.com.sg #1 APPOINTING A LOCAL DIRECTOR Resident of Singapore (can be a foreigner). 18 years or above. Can be employed by another firm, but normally must seek permission from employer. Nominee directors are a substitute.
  9. 9. www.futurebooks.com.sg #2 REGISTERED MAILING ADDRESS Normally a commercial address where the director intends to work. Can be a condominium, where work is being carried out from 9am-5pm. HDB dwellers need to seek special permission.
  10. 10. www.futurebooks.com.sg #3 APPOINTING A COMPANY SECRETARY Can I handle asset registers? Can I handle share transfers? Can I file on time?
  11. 11. www.futurebooks.com.sg #4 APPOINTING AN AUDIT FIRM Do I want to attend a planning meeting? Will I answer email? Will I get it done? Will I maintain the budget?
  12. 12. INCORPORATING A PRIVATE LIMITED COMPANY
  13. 13. www.futurebooks.com.sg PLAN YOUR INCORPORATION
  14. 14. www.futurebooks.com.sg Q/A WIN TALK - TIME WORTH $500 WITH A CONSULTANT
  15. 15. www.futurebooks.com.sg COMPLETING AN INCORPORATION Business name Registered mailing address SSIC code Directors • Local • Foreigner Shareholders • Individual • Corporate holding Paid up capital Shares Company secretary
  16. 16. www.futurebooks.com.sg #1 BIZFILE Download
  17. 17. www.futurebooks.com.sg #2 M+AA Download Approx 100 articles
  18. 18. www.futurebooks.com.sg #3 SHARE CERTIFICATE Download Common seal
  19. 19. www.futurebooks.com.sg #4 BOARD OF DIRECTORS RESOLUTION Download
  20. 20. www.futurebooks.com.sg COMPANY STAMP + SEAL Stamp can include Full company name UEN number Registered address Do I need a company seal?
  21. 21. www.futurebooks.com.sg Search for ‘Singapore incorporation’ on the App Store.
  22. 22. OPENING A CORPORATE BANK ACCOUNT
  23. 23. www.futurebooks.com.sg STARTUP FRIENDLY BANKS Account name Min. opening balance Min. avg. daily balance Directors / Shareholders living abroad DBS Startup Entrepreneur Account $500 Waived for six months. $8,000 after. Easy OCBC Business Entrepreneur $3000 Waived for six months. $8,000 after. Easy Standard Chartered BusinessOne none $10,000 Easy UOB Current $1,000 $8,000 Hard MayBank Company Current $3,000 $10,000 Hard HSBC Business Vantage $30,000 $30,000 Hard Citibank Commercial Bank $100,000 $50,000 Hard
  24. 24. www.futurebooks.com.sg GET USED TO CORPORATE BANKING Most require at least two directors or one director / company secretary to be present to open + close the account. Two classes of signatories: authorised + transaction. Min. amount to open the account and min. daily balance. Internet banking is getting better. Cheques are represented often.
  25. 25. START-UP FRIENDLY VISAS
  26. 26. www.futurebooks.com.sg OVERVIEW ON WORK PASSES Employment pass Entrepass Business visaLetter Of Consent
  27. 27. www.futurebooks.com.sg SUMMARY OF IMPORTANT TIMINGS Activity Description Incorporation 10 days to incorporate (7 days to collect and sign docs + 3 days to process) Update MOM e-records 10-14 days for Ministry of Manpower to recognise a newly incorporate company before application can be submitted online Work visa 1-8 weeks to secure the EP application (if an EP is required) Open bank account with foreign director Allow 30-60 for a foreign director s none of whom can visit Singapore to open the bank account. For cases where at least one director + company secretary is present in Singapore, opening an account is 7 days.
  28. 28. SCENARIOS
  29. 29. www.futurebooks.com.sg A LOCAL WHO WANTS TO TEST AN IDEA Setup a sole proprietorship. Pay tax at a personal income rate. Convert later to a private limited company.
  30. 30. www.futurebooks.com.sg A LOCAL WHO WANTS TO BUILD A PAYROLL Setup a private limited company. Choose the correct SSIC code. Inform MOM of the company incorporation. Commence paying themselves CPF. Seek a commercial premises. Pay a company rate of tax.
  31. 31. www.futurebooks.com.sg A FOREIGNER ON AN EP WHO WANTS TO START A BUSINESS Incorporate a private limited company with paid-up capital 6 times their salary. Appoint a local director for 3 months. Inform MOM of the company incorporation. Employ themselves as an executive director. Pay company rate of tax and a personal rate of tax for salary Apply for PR later.
  32. 32. www.futurebooks.com.sg A FOREIGNER ON A DP WHO WANTS TO START A BUSINESS Setup a sole proprietorship. Apply for an LOC from MOM. Employ themselves as local manager. Pay a personal rate of tax. Convert to private limited company later.
  33. 33. www.futurebooks.com.sg A FOREIGNER WHO DOES NOT WISH TO LIVE IN SINGAPORE Incorporate a private limited company. Appoint a nominee director, and provide two foreign directors. Make a foreigner or foreign company the shareholder. Apply for a Business Visa from ICA (for countries requiring an entry visa) Pay a company rate of tax.
  34. 34. www.futurebooks.com.sg
  35. 35. www.futurebooks.com.sg TERMS OF USE Restrictions on Use of Contents 1. Except as otherwise provided, the Contents of this Document shall not be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way, without the prior permission of FUTUREBOOKS PTE LTD. To use any parts of the Contents of this Document, the user must seek permission in writing, stating the c Contents for use; intent of use; manner of use; time frame of use and identity of the user. FUTUREBOOKS PTE LTD reserves the right to refuse permission without declaring reason(s); and/or if information submitted by user is deemed insufficient. 2. You may view, download and print the Contents if: (a) the Contents are used for non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (b) no alterations, additions or modifications of the Contents are made in any way (c) due acknowledgement is given to “FUTUREBOOKS PTE LTD” and citing the sources for the relevant data extracted. 3. Modification of any of the Contents or use of the Contents for any other purpose will be a violation of FUTUREBOOKS PTE LTD ‘s copyright and other intellectual property rights. Graphics and images on this Document are protected by copyright and may not be reproduced or appropriated in any manner without written permission of FUTUREBOOKS PTE LTD. 4. Any request to otherwise reproduce the Contents from this Web Site for publication or commercial use should be addressed to: info@futurebooks.com.sg. Disclaimer of Warranties and Liability 5. The Contents of this Document are provided on an “as is” basis without warranties of any kind. To the fullest extent permitted by law, FUTUREBOOKS PTE LTD does not warrant and hereby disclaims any warranty: (a) as to the accuracy, correctness, reliability, timeliness, non-infringement, title, merchantability or fitness for any particular purpose of the Contents of this Document; (b) that the Contents available through this Document or any functions associated therewith will be uninterrupted or error-free, or that defects will be corrected or that this Document and the server is and will be free of all viruses and/or other harmful elements. 6. FUTUREBOOKS PTE LTD shall also not be liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the Document, including but not limited to any damage or loss suffered as a result of reliance on the Contents contained in or available from the Document.

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