Singapore is known for trustworthiness, quality, dependability, profitability, rule of law, and enforcement of intellectual property rights. The multi-cultural Singaporean work force is exceptionally taught, profoundly energetic and exceptionally profitable. We are likewise capable in English 
 
The government has consistently embraced a favourable policy to business, paying little mind to world financial circumstances or crisis. It has taken intense measures including diminishing corporate tax rates, bringing down employers’ Central Provident Fund (CPF) contribution rates and capping office rental rates. For the nature of its government policies, Singapore has been evaluated “The world’s easiest place to do business” (Doing Business 2012 Report, World Bank) and Ranks Second in 2019.

Information Required for Incorporation of Private Limited Company:

  • Proposed Company Name
  • Business Activities Description
  • Location of Registered Office
  • Copy of NRIC information of all Local Directors/Shareholder/Company Secretary
  • Copy of Passport and Proof of foreign address of all Foreign Directors/Shareholder
  • Shareholding percentage breakdown
  • Amount of ACRA Paid-up capital (Minimum S$1)

Advantages of a Private Limited Company:

  • It is a separate legal entity, with unlimited lifespan
  • Liabilities are limited to the assets of the Company
  • Qualify for Tax incentives, Government grants & assistance
  • Companies that qualify for Exempt Private Company (EPC) status does not need to be audited.
  • An Exempt Private Company (EPC) is a private company which has at most 20 shareholders. No corporation holds (directly or indirectly) any beneficial interest in the EPC’s shares. It can also be a company the Minister has gazetted as an EPC (see section 4(1) of the Companies Act.

Important Statutory Requirements of a Private Limited Company: 

  • Number of Shareholders is limited to 50
  • Must have at least one local resident Director
  • Annual General Meeting
  • A company is required to hold its first AGM within 18 months after its incorporation
  • Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months
  • Annual Return – The Annual Return must be filed to ACRA within one month after AGM
  • Insolvent EPCs and Private Company will need to file Annual Return in XBRL format.
  • Exempt Private Company and Dormant Company need not audit accounts.

For Foreign Companies that wish to expand their operations in Singapore, there are basically three common options:  

  1. Subsidiary Company *Most Popular* – Incorporate a Private Limited Company in Singapore under any entity name that can conduct all available business activities and enjoy the most tax benefits and government grants. 
  2. Branch Office  – Register an office under the same name and business activities as the parent company and must by 100% owned by the head office.  Taxed as non local entity and does not enjoy local tax benefits and most goverment grants.  
  3. Representative office – Register an office under the same name as the parent company and can only conduct research and liaison activities. 

Important Statutory Requirements:

For Foreign owned Singapore Company – You will need a local resident director.  Let us know if you need to appoint a nominee local director. 

For Branch Office – The Companies Act requires a foreign company to appoint at least two local agents from Singapore to act on behalf of the company. The agents must be “ordinarily resident” (the usual place of stay of a person) in Singapore.  Enkindle Corporate Services can provide you with nominee local agents or directors for a fee until you are able to arrange your own staff to be relocated in Singapore.  

For  ACRA’s purposes, if a person can provide a local residential address and prove that he is staying in Singapore on a long-term arrangement (i.e. legally remain in Singapore for a long period), ACRA may accept that he is ordinarily resident here. (Source: ACRA)

Information Required For Registration of LLP: 

  • 2 Proposed Business Names.
  • Business Activities Description.
  • Location of Registered Office
  • Copy of NRIC information of all local Managers
  • Copy of Passport and Proof of foreign address of all Foreign Owners 

What is a Limited Liability Partnership (LLP)?

A Limited Liability Partnership (LLP) is a vehicle for doing business in Singapore. An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company.

This means that the LLP is seen as a body corporate and has a legal personality separate from its partners. The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights or liabilities. 

An LLP is capable of: 

  • Suing and being sued in its name;
  • Acquiring and holding property in its name;
  • Having a common seal in its name and
  • Doing such other acts and things in its name, as bodies corporate may lawfully do and suffer. 

The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.

An LLP is required to keep accounting records, profit and loss accounts and balance sheets that will sufficiently explain the transactions and financial position of the LLP. In the event the LLP does not do this, the LLP and every partner shall be prosecuted and the penalty may be a fine or imprisonment, or both. In addition, the LLP shall submit to the Registrar an annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively) which will be made available to the public. (Source: ACRA)

Nominee Local Director Service

  • To incorporate a Singapore company, you must have at least one local director.  We can appoint a member of our team as the nominee local director and you can appoint one or more individuals as the foreign director(s). 
  • This service is offered to satisfy statutory compliance and the nominee director will not be involved in management and operation of the company.  You can ask our nominee director to resign at any time by identifying another person who can satisfy the statutory compliance.

Nominee Shareholder Service

  • The nominee shareholder will sign a Declaration of Trust in which the nominee shareholder will hold the shares on behalf of the beneficial owner, and is not the legal owner of the shares. 
  • The shares will be returned to the beneficial owner upon request. 
  • All income and capital gains on the shares held will belong to the beneficial owner.  
  • Identity of the beneficial owner(s) will be private and confidential, with no public records at the Company’s Registry.

Registered Address Package

  • Registered address service can be activated within the day and you can immediately start to use the address as an officially ACRA-registered address for the purpose of mailing address, emails, name cards, company letterheads and etc. 
  • Free change of registered address to our appointed address if necessary. 
  • Self collection of mail and parcels during office hours (no handling fee).  Handling fees and storage fees applies for bulky items above 2 kg.  
  • Mail forwarding / courier services are available on any frequency you determine. 
  • General Fax and Letter scanning services are available and can be requested separately. Faxes and letters are scanned in PDF format and sent to your designated email address.

Information Required For Registration of Sole Proprietor/Partnership:

  • 2 Proposed Business Names.
  • Business Activities Description.
  • Location of Registered Office
  • Sole Proprietor  – Copy of Owner’s NRIC
  • Partnership
    • Copy of NRIC information of all local Managers
    • Copy of Passport and Proof of foreign address of all Foreign Owners

What is a Sole Proprietor?

A sole-proprietorship is a business owned by one person or one company. There are no partners. The sole-proprietor has absolute say in the running of the business.

Under the Business Registration Act, Cap. 32, “business” includes every form of trade, commerce, craftsmanship, calling, profession and any activity carried on for the purposes of gain but does not include any office, employment or occupation, or any of the businesses specified below:

Exempted Entities/Individuals

List of exempted entities/individuals:

  1. Individuals carrying on any of the businesses specified in the First Schedule.
  2. Statutory authority or other body established under any written law.
  3. Institution, society or person specified in the First Schedule to the Income Tax Act.
  4. Registered Society.
  5. Registered co-operative society.
  6. Registered mutual benefit organisation.
  7. Person carrying on any business consisting solely of the exercise of any profession which under the law can be exercised only by those who posses certain prescribed qualifications and whose names are registered in the manner prescribed by the law (e.g. doctors, lawyers).
  8. Charitable institutions which is exempt from tax under the Income Tax Act.
  9. The Public Trustee or the Official Assignee of the property of a bankrupt.
  10. A foreign company carrying on business in Singapore which is registered under the Companies Act and carries on the business under its corporate name.
  11. Any other person or class of persons for the time being exempted by the Minister, by notification of the Gazette, from all provisions of this Act.
  12. Any company registered under the Companies Act or any previous legislation carrying on business under a business name that consists of its corporate name.