Embarking on Singapore Company Incorporation: A Comprehensive Guide with SODA Global Marketing's Assistance

Singapore Company Incorporation

In the global business landscape, Singapore has become a magnet for foreign investors looking to establish companies. Its advantageous geographical location, stable political environment, efficient financial system, and business-friendly policies make it an ideal choice for expanding into the Southeast Asian market or building an international business platform. This blog will analyze how foreign owners can set up companies in Singapore, key points for company maintenance, and how SODA Global Marketing can provide comprehensive support throughout this process.

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How to Set Up a Company in Singapore Owned by Foreign Owners

1. Decide on the Company Structure

Private Limited Company: This is the most common form for foreign-owned businesses. It offers limited liability to its shareholders, meaning that personal assets are protected in case the company incurs debt. A private limited company must have at least one shareholder and one director who is a Singapore resident (this can be a Singaporean citizen, permanent resident, or an Employment Pass holder). This structure not only safeguards the rights and interests of investors but also complies with Singapore's business regulations, laying a solid foundation for the stable development of the enterprise.

2. Company Name Reservation

• Name Requirements: The company name must be unique and not identical or too similar to an existing company's name. It should also avoid restricted words related to government agencies or financial institutions without proper authorization. You can check the availability of the name through the Accounting and Corporate Regulatory Authority (ACRA)’s online name search facility.

• Reservation Process: Once you have chosen a suitable name, you can reserve it through BizFile+, ACRA's online filing system. The name reservation is valid for 60 days, during which you need to complete the company registration process to ensure that your business can start operating smoothly under the reserved name.

3. Appoint a Company Secretary

A company secretary must be appointed within six months of the company's incorporation. The secretary must be a Singapore-based individual with the necessary knowledge and experience in corporate laws and regulations. They are responsible for ensuring that the company complies with the requirements of the Companies Act and other relevant laws, such as maintaining statutory registers and filing annual returns.

4. Prepare the Incorporation Documents

• Memorandum and Articles of Association: These documents define the company's internal rules and regulations, including the rights and obligations of shareholders, the powers of the directors, and the procedures for conducting meetings. You can use standard templates provided by ACRA or customize them according to your specific business needs.

• Consent to Act as Director and Shareholder Forms: These forms are signed by the proposed directors and shareholders, indicating their consent to serve in their respective capacities.

• Declaration of Solvency (if applicable): If the company is being incorporated with a share capital of S$15,000 or more, a declaration of solvency may be required.

5. Register the Company

• Submission of Documents: The above-mentioned documents can be submitted online through BizFile+ to ACRA. You also need to pay the registration fee, which is S$300 as of July 2023.

• Approval Process: ACRA will review the documents, and if everything is in order, will issue a Certificate of Incorporation. This usually takes about 1 to 3 working days if there are no issues with the application.

6. Obtain Business Licenses and Permits

Depending on the nature of your business, you may need to obtain various licenses and permits. For example, if you are running a food and beverage business, you will need a food shop license from the Singapore Food Agency. You can use the LicenceOne portal to identify the licenses and permits required for your specific business and apply for them.

7. Open a Corporate Bank Account

Once the company is incorporated, you can open a corporate bank account. Banks in Singapore have different requirements, but generally, they will require the company's Certificate of Incorporation, business profile (which can be obtained from ACRA), identification documents of directors and shareholders, and proof of the company's business activities or business plan. This step is crucial for the company's financial operations and transactions.

What are the Necessary Steps for Singapore Company's Maintenance?

Annual Filings

Annual General Meeting (AGM)

A Singapore company is generally required to hold an AGM within 18 months of its incorporation and subsequently at least once in each calendar year. At the AGM, directors present the company's financial statements, and shareholders have the opportunity to ask questions and vote on various matters such as the appointment of auditors and the approval of directors' remuneration.

Annual Returns

The company must file annual returns with ACRA. The annual return contains up-to-date information about the company's directors, shareholders, share capital, and registered office address. It is due within one month after the AGM or, if no AGM is held, within seven months after the end of the financial year. Failure to file annual returns on time can result in penalties.

Financial Statements and Auditing

Accounting Standards

The company must maintain proper accounting records in accordance with the Singapore Financial Reporting Standards (SFRS). These records should accurately reflect the company's financial transactions and position.

Audit Requirements

Most Singapore companies are required to have their financial statements audited annually. Exceptions exist for small companies that meet certain criteria, such as having annual revenue of less than S$10 million and total assets of less than S$10 million. The auditor's report provides an independent opinion on the fairness of the financial statements and the company's compliance with accounting standards.

Compliance with Tax Obligations

Corporate Income Tax

Singapore companies are taxed on their chargeable income at a corporate tax rate of 17% (as of July 2023). The company needs to file its corporate income tax return annually with the Inland Revenue Authority of Singapore (IRAS). Tax returns are usually due one month after the company's financial year-end or as otherwise specified by IRAS. It's essential to maintain accurate records of income and expenses to calculate the correct tax liability.

Goods and Services Tax (GST)

If the company's annual taxable turnover exceeds S$1 million, it is generally required to register for GST. Registered GST-compliant companies must charge GST on their taxable supplies, file GST returns (usually quarterly), and remit the GST collected to IRAS. There are also rules regarding GST-free supplies and input tax credits.

Company Secretary Duties

The company secretary is responsible for ensuring that the company complies with the Companies Act and other relevant laws. This includes maintaining the company's statutory books, such as the register of members, register of directors, and minutes of meetings. The secretary also arranges board meetings and AGMs, ensuring that proper notice and documentation are prepared and circulated for these meetings.

Renewal of Business Licenses and Permits

Depending on the nature of the business, various licenses and permits may be required. These need to be renewed as per the relevant regulatory agencies' requirements. For example, a food-related business may need to renew its food shop license from the Singapore Food Agency regularly. Failure to renew licenses and permits can lead to the suspension or revocation of the company's right to operate.

Update of Company Information

Any changes in the company's shareholding structure, directorship, registered office address, or business activities should be promptly updated with ACRA. This ensures that the company's records remain accurate and up-to-date, helping maintain transparency and compliance.

How SODA Global Marketing Helps with Singapore Company Incorporation

• Singapore Business Address

When you work with us, we will help you set up your own business address, a requirement for business license issuance in Singapore. We are familiar with Singapore business address applications, enabling us to assist you smoothly in fulfilling this requirement. A proper business address not only meets regulatory needs but also helps establish a professional image for your company in the local business community.

• Singapore Director

It is a legal requirement to have at least one local director for a foreign-invested company registration in Singapore. SODA Global Marketing will help you identify, evaluate, and choose a suitable local company director for your company. We leverage our local network and expertise to ensure that the selected director has the necessary qualifications and experience to contribute to the effective management of your company.

• Company Registration

Before you begin your Singapore business operations, you will need to have a legally registered Singapore company. We will assist you at every step of the company registration process. From company name registration to incorporation follow-up with ACRA, our team will handle the paperwork, submissions, and communications with the relevant authorities. We ensure that all requirements are met promptly and accurately, minimizing any potential delays or issues in the registration process.

Your Path to Success in Singapore

Setting up and maintaining a company in Singapore offers numerous opportunities for business growth, but it also comes with a series of responsibilities and regulatory requirements. With the professional assistance of SODA Global Marketing, you can navigate these processes more smoothly, ensuring that your company is established and operates in full compliance with local laws and regulations. Seize the business advantages that Singapore has to offer and embark on a successful business journey with our support. Contact us today to learn how we can assist you in your Singapore company incorporation journey!