Business in Singapore is an opportunity for sustainable development. How to open your own business in Singapore: all the information from A to Z

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Company registration in Singapore is fully computerized, making the process quick and efficient without any bureaucratic red tape. Under normal circumstances, a company can be registered within 1-2 days.

There are two different steps in the Singapore company registration procedure:

1. choosing a company name and approving it;
2. Company registration.

Both steps can be completed on the same day unless there are unforeseen delays.

Step 1: Booking a title

To register a company in Singapore, the name chosen for the company must be approved. You can approve and approve the company name by submitting an application to the Company Registrar. If you use the services of IMPEX CONSULT, which helps register companies in Singapore, then our employees will do this for you.

Name approval/rejection notice arrives in less than an hour unless your proposed name does not have some specific words (e.g. bank, finance, rights, media, etc.) that may require review and approval by the appropriate external government organ. If the title mentions these words, it may take several days or even weeks to approve it.

To increase your chances of getting your business name approved quickly, make sure the name:

• does not match or is not too similar to the names of existing local companies;
• does not infringe any trademarks;
• is not obscene or vulgar;
• not yet reserved.

The approved name will be reserved for 60 days from the date of application. You can extend your name reservation for an additional 60 days by submitting an extension request before the expiration date.

Step 2: Registration of a company in Singapore

Once the name has been approved, a request for incorporation has been submitted, approval from the Registrar of Companies can be obtained within a few hours if all documents have been prepared in advance and signed by the directors and shareholders of the new company.

There are cases where the registration procedure can be delayed if the shareholders or directors are of a certain nationality, although this only happens in rare cases. In such cases, authorities may seek additional information.

Post-registration formalities

Documentation:

Certificate of Registration

The registration company will send you an official notification via email confirming the company registration in Singapore. The email notification includes the company registration number and is the official certificate of registration in Singapore.

The Certificate of Registration is no longer issued in paper form as it is not required in Singapore. However, if you really prefer a hard copy, you can make your request online after registering your company in Singapore. By paying approximately S$50, you can receive a paper certificate the next day at the registrar's office.

Business profile (Bizfile) of the company

A business profile containing company information can be obtained from the Registration Society by making a request online and paying a small fee. Typically, the document (PDF file) is available for download within an hour of request and contains the following key details:

• company name and registration number;
• previous names for the company, if any;
• date of registration;
• main activities;
• paid-up capital;
• registration address;
• information about shareholders;
• information about directors;
• information about the company secretary.

These two documents (i.e. email notification of registration and company business profile) are sufficient for all legal and contractual purposes, including opening corporate bank accounts, signing an office lease, telephone/internet service agreement, etc. .

Among other points that you should pay attention to when registering a company in Singapore, we have highlighted the presence of the following elements:

1. share certificates for each shareholder;
2. the share of each shareholder indicating the number of shares;
3. company seal for company;
4. stamp for the company;
5. opening a corporate bank account.

Additional Business Licenses

Depending on your company's business activities, you may also need to obtain a license after registering your company in Singapore. Fortunately, very few activities require such a license. Examples of activities that require a business license: restaurants, educational institutions, travel agencies, financial services, etc. For more detailed information, contact IMPEX CONSULT specialists.

VAT on goods and services

If your company's projected annual revenue exceeds S$1 million, your company must register for VAT. If your company is VAT registered, you will need to withhold this tax (currently 7%) on goods and services and in turn remit this amount to the tax authorities. VAT registration is not mandatory if your annual turnover does not exceed S$1 million.

Annual reporting

Since you have registered your company in Singapore, you will need to familiarize yourself with what the requirements for annual reports and formalities are. You can obtain detailed information from IMPEX CONSULT specialists.

Registering a company in Singapore is already a fairly well-established and quick process; you are unlikely to encounter any major difficulties

Creating an offshore company abroad is a rational step, which makes it possible not only to expand the boundaries of your activities and receive certain tax benefits, but also to ensure maximum business protection by operating in a stable and progressive jurisdiction.

Over the past few years, Singapore has been demonstrating intensive economic development and is confidently competing for the right to be called a leading international financial center not only with its Asian “colleague” Hong Kong, but also with such major players in the international market as, for example, London and New York.

The attractiveness and competitiveness of this city-state, in addition to preferential economic policies, are also ensured by a developed legal system, a favorable investment climate and the absence of corruption. Thus, recently Singapore, the only Asian country, entered the top ten countries with the highest Rule of Law Index, ranking with Austria, Germany, the Netherlands, and Scandinavian countries. Note that this indicator provides current data on the rule of law in more than a hundred countries around the world.

It is important for Russian businessmen to keep in mind the promising relationship between Singapore and Russia. In the fall of 2015, as part of bilateral meetings, state representatives discussed opportunities for further economic and business cooperation, as well as strengthening investment and trade ties, which is another powerful argument in favor of the decision to open an offshore company in Singapore.

Half a century's path to success

The state of Singapore, located on one of the islands of Southeast Asia, not far from the Malay Peninsula, was for a long time part of the British Empire, then of Malaysia, but as a result of the conflict it withdrew from its membership and declared independence, the fiftieth anniversary of which was celebrated in 2015.

Gaining freedom turned out to be painful for Singapore: for a long time the country was literally on the brink of survival and experienced a severe shortage of natural resources (including drinking water!). Few believed that the country would recover from the consequences of its independence.

Nevertheless, half a century later, the results of this struggle for existence have become synonymous with an “economic miracle.” From a third world state, Singapore has turned into a real financial center, which today attracts the attention of international business. The ruling People's Action Party did not follow the example of politicians of many young states and did not turn to the international community for help, but relied on its own program, which provided for active reforms in all spheres of life.

This program was based on attracting foreign investment and turning Singapore into a business center in Southeast Asia. Every potential investor found in the country all the necessary tools to start their activities. Multinational corporations, mostly American, appreciated this policy and laid the foundation for Singapore's high-tech industry.

One of the key problems for the young state was the high level of corruption, which was strongly associated with the Asian way of life. Turning the situation around was not easy, but the government found a solution to this problem: it focused on simplifying decision-making procedures and increasing the transparency of current legislation. The emphasis was on introducing simple and clear rules, which even included the abolition of permits and licensing. In addition, the salaries of judges were significantly increased, whose positions were filled by the best private lawyers.

The reforms also made it possible to ensure the stable development of small and medium-sized businesses, which today are an important part of the economy - small enterprises provide about 70% of jobs and produce almost half of GDP. Today, Singapore, according to the World Economic Forum, is the second most competitive economy, and in relation to purchasing power parity, this state has the third largest GDP in the world.

Singapore celebrated its fiftieth anniversary of independence as a “first world” state with a developed and stable economic system, progressive jurisdiction, and low unemployment. It is not without reason that it is called one of the best places to do business, which opens up unlimited opportunities for companies for growth and development.

Rational tax collection system

So, Singapore today is a strategically advantageous location, especially convenient for working in the Asia-Pacific region (APR), a favorable business environment, developed infrastructure and an attractive tax policy. It is not surprising that more than 7,000 transnational corporations are successfully operating on the territory of this state today, not counting smaller organizations. Singapore is suitable for different types of activities: you can open a trading company and supply products around the world, or use the jurisdiction to preserve your technical developments, scientific research results, and protect intellectual property.

The system of taxes and fees that operates on the territory of the state is designed to stimulate entrepreneurial activity. There is no capital gains tax. In addition, there is an annual refund of 60% of fees paid for investments under the Productivity and Innovation Credit (PIC) scheme. This scheme helps to increase the motivation of entrepreneurs to register intellectual property.

It is important to note that only profits at the firm level come under close scrutiny by officials at the Internal Revenue Service. But its founders, who are residents of Singapore, are freed from the need to pay fees for dividends received. The income of an enterprise is taxed at a flat rate of 17%, while the “residence” of the company does not play any role; it can be either local or foreign. A company in Singapore is also required to pay stamp duties and property taxes.

As for the income of a non-resident company received from sources outside of Singapore and not transferred to the territory of the state, then you will not have to pay income tax on it. This practical embodiment of the territorial principle, which is followed, for example, in Hong Kong and Gibraltar, allows us to speak about the natural popularity of the term “Singapore offshore”.

Of course, one cannot fail to note the large number of free trade agreements, as well as agreements on the avoidance of double taxation, reached by Singapore (over 70). They not only facilitate international economic activity, but also protect investors within the state.

Thus, Singapore is a country with a modern jurisdiction that provides all the benefits for the development of your business. Registering a company there will not take much time. For the success of the procedure, it is only important to choose the most suitable type.

The Company Law in force in Singapore makes it possible to register several types of offshore companies:

• companies with unlimited liability (unlimited company),
• with the liability of participants within the limits guaranteed by them (company limited by guarantee),
• with the liability of participants within the limits of their shares (company limited by shares).

In addition to companies, the jurisdiction of Singapore makes it possible to register a sole proprietorship, limited partnership or limited liability partnership (LLP).

Private companies with limited liability of participants within the limits of their shares are most popular because they have a separate legal entity, the possibility of free circulation of shares and are characterized by limited liability of participants for the company’s obligations.

The procedure for registering a company in Singapore is fully computerized by the Singapore Registration Office. As a result, the process of registering a company in Singapore is fast and efficient without any bureaucratic red tape. Under normal circumstances, a company can be registered in 1-2 days.
The procedure for registering a company in Singapore consists of two main steps: a) approval of the company name and b) registration of the company. Both steps can be completed on the same day, provided there are no delays from the Registrar's Office.

A. Approval of the company name.

The name must be approved before the registration process begins. Name approval is obtained by submitting the application to the Registrar's Office. Typically, notification of approval/rejection is received in less than an hour, unless the proposed name contains one of the specific words (such as bank, finance, law, media, etc.) that would require review and approval by the appropriate external government authority . If the name is related to an external authority, then approval of the name may take several days or weeks.

To increase your chances of getting your name approved quickly, make sure your name:

Is not identical or too similar to the name of an existing local company
does not infringe on any trademark
is not obscene or vulgar
no longer reserved by anyone else

The approved name will be reserved for 60 days from the date of application. You can extend your reservation for an additional 60 days by submitting an extension request before the expiration date.

B. Company registration

Once the name is approved, a company registration application can be submitted within a few hours, along with approval from the Companies House, provided that all company registration documents are ready and signed by the directors and shareholders of the new company.
There are cases when the company registration procedure is delayed if the shareholders or directors are citizens of certain countries, although such cases are extremely rare. In this case, authorities may request additional information.
The Registration Office will send an official notification via email confirming the company's registration. The email notification includes the company registration number and is treated as the official Certificate of Incorporation of the company in Singapore. A paper copy of the Certificate of Incorporation is no longer issued by default as it is not required in Singapore. If you still prefer a paper copy, you can request it from us additionally.

Documents required to establish a Singapore company

To register a company in Singapore, the Registration Office requires the following data:

Company name
Brief description of activities
Shareholder data
Directors' details
Legal address
Company secretary details
Memorandum and Charter. The Registration Office of Singapore provides standard Articles of Association which are suitable for most cases.

The registration company you engage will ask you to provide the following documents in order to prepare the necessary documentation for company registration:

For non-residents: copy of passport, confirmation of foreign residential address and other Know Your Customer (KYC) information, such as a letter of recommendation from the bank, personal and business profile, etc.
For Singapore Residents: Copy of Singapore ID Card
If the shareholder is a legal entity: a copy of registration documents - registration certificate and articles of association.

Please note that any documents not in English will need to provide an officially certified translation.

Directors. At least one director must be a resident (resident means a Singaporean citizen, a person permanently residing in Singapore or a holder of an Entrepass, Employment Pass or Dependant Pass) is mandatory. There is no limit on the number of additional local or foreign directors that a Singapore company may appoint. Directors must be at least 18 years of age and must not be bankrupt or convicted of any malpractice in the past. There is no requirement that directors also be shareholders, i.e. non-shareholders may be appointed as directors.

Shareholders. A Singapore LLC can have a minimum of 1 and a maximum of 50 shareholders. The director and shareholder may be the same or different persons. A shareholder can be an individual or a legal entity, such as another company or a trust. Allows 100% domestic or foreign share ownership. New shares can be issued or existing shares transferred into another person's name at any time after the Singapore company has gone through the incorporation process.

Company Secretary. According to paragraph 171 of the Singapore Companies Act, every company is required to appoint a qualified secretary within 6 months from the date of registration. It must be taken into account that if the director and shareholder are the same person, then the same person cannot act as the secretary of the company. Each company may have one or more secretaries, each of whom must be an individual whose principal or sole place of residence is Singapore. A secretary or secretaries shall be appointed by the directors and at least one of these secretaries shall be present at the registered office of the company, in person or by a representative or assistant, on business days and at times when the registered office is required to be accessible to the public.

Paid up share capital. The minimum paid-up share capital for registration of a Singapore company is S$1. The paid-up share capital (or simply share capital) can be increased at any time after registration of the company. The concept of authorized capital does not exist for Singapore companies.

Legal address. To register a Singapore company, you must provide a local Singapore address as the company's registered address, where all communications and notices can be sent. The business address must be a physical address (can be a residential or commercial address) and cannot be a PO Box, and must be open and accessible to the public for at least 3 hours during normal business hours each business day.

Extract from the commercial register of a Singapore company

We can provide an Extract from the Trade Register for your company, including all detailed information about the company, officially received from the Companies House in PDF format. It usually contains the following details:

Company name and registration number
Previous company names, if any
Issue date
Main activities
Paid up share capital
Legal address
Shareholder details
Details by director
Company Secretary Details

There are a few more things that you may need to register your company in Singapore, namely:

Share certificate for each shareholder
Share register: to indicate the distribution of shares by shareholders
Company's stamp
Company stamp

Opening a corporate bank account

Typically, Singapore banks require the following documents to open a corporate account for a company registered in Singapore:

Resolution of the Board of Directors authorizing the opening of the account and specifying signatories to the account, or executed in a format pre-approved by the bank, requiring only the signature of the directors
- Standard account opening forms signed by the authorized signatories mentioned above
- Copy of the Certificate of Registration
- Copy of Extract from the commercial register of the company from ACRA
- Copy of the company's Articles of Association
- Copies of passports (or Singapore National Identity Cards) and proof of residential addresses of directors, signatories and ultimate beneficial owners.

Some banks require account signatories and directors to be physically present in Singapore to sign official documents at the time of opening a corporate account; however, most banks will accept documents signed in person at one of their overseas offices or in the presence of a notary public. Depending on the case, the bank may request any additional documents.

Keep in mind that all banks in Singapore must follow strict laws and regulations, so they conduct a comprehensive series of checks and investigations on their potential customers before opening a new account for your company. This is not only to protect against the risk of potential default, but is also part of regulatory compliance and a strict anti-money laundering policy - as you know, Singapore takes the fight against terrorist financing and other illegal or questionable transactions very seriously, so it will be difficult for a company involved in dishonest transactions to carry out such transactions.

Depending on the number of checks that will be carried out by the bank to identify and check the creditworthiness of the directors, secretary and the company itself, opening an account can take from 1 day to 4 weeks.

Taxation

Companies registered in Singapore enjoy very attractive tax breaks and incentives. Your company pays less than 9% for the first S$300,000 of annual profit and exactly 17% thereafter. There are no taxes on capital gains or dividends. If trade/service profits are proven to be of foreign origin, they will not be taxed in Singapore unless they are remitted back to Singapore. Repatriation of profits is permitted without restrictions and taxes. Singapore's excellent tax privileges and business reputation are the main reasons why entrepreneurs from all over the world choose to register companies here. For more information about taxes, please see Singapore corporate tax.

Income tax for the first 3 years

Income tax after 3 years

Benefits for income tax audit

In order to ease the burden on small businesses, a) preferential private companies (i.e. those with no corporate shareholders and no more than 20 individual shareholders) with an annual turnover of less than S$5 million and b) dormant companies (i.e. who have not had accounting transactions during the year) have benefits for auditing their accounts and may not conduct an audit. If the financial year is less than 12 months, the specified limit of S$5 million is recalculated accordingly. It is important to note that all companies (regardless of exemptions) must file a Form C, tax estimate, and account audit or lack thereof report annually.