What do I need to know earlier than I set up a Singapore company?

The commonest type of business entity to set up in Singapore is a private limited company. Hence, in this guide, we will explain the way to register a private limited firm in Singapore.

A private limited company is limited by shares and has a separate authorized entity from its shareholders. It’s recognised as a taxable entity in its own right. Consequently, shareholders of a Singapore private limited company will not be liable for its debts and losses beyond their amount of share capital.

All corporations in Singapore must be registered with the Accounting & Corporate Regulatory Authority (ACRA) and abide by the Companies Act.

What do you should provide your service provider before you possibly can incorporate the Singapore Company?

Company Name

The company name should be approved by ACRA before the Singapore Firm can be incorporated. ACRA will reject a proposed firm name for the aim of incorporation if it is:

similar to a different current Company Name

undesirable

similar to established Names or trademarks comparable to Coca-Cola and Temasek

Shareholders

A person or a corporate entity can become Shareholders either by subscribing for shares in the firm or by purchasing the corporate’s shares. A minimum of not less than one corporate or particular person shareholder is required. A director and shareholder might be the same or different person. one hundred% local or overseas shareholding is allowed. Singapore Firms Act allows a minimal of 1 and a maximum of 50 shareholders for a Singapore Private Limited Company. Details of shareholders will seem on public records.

Resident Directors

Singapore Private Limited Company should have no less than one director who have to be an “ordinarily” resident in Singapore, which means a Singapore citizen, a Singapore everlasting resident or an individual who holds an Employment Pass/EntrePass with a residential address in Singapore. There is no such thing as a limit on the number of additional local or overseas directors a Singapore Private Limited Firm can appoint. The director must be not less than 18 years of age, and must not be bankrupt or convicted for any criminal malpractice within the past. Information of the directors will seem on public records. Directors can also be shareholders or vice versa.

Firm Secretary

All Singapore Firms should additionally appoint a competent Firm Secretary whose primary responsibility is to make sure regulatory compliance. The company secretary have to be a natural one who is “ordinarily” resident in Singapore. Singapore Corporations Act requires firms to every appoint an organization secretary within six months of incorporation.

Share Capital/Paid-up Capital

The minimal paid-up capital for registration of a Singapore company is S$1 or its equal in any currencies. The minimum issued capital is one share of par value. “Bearer” shares or “No par worth” shares are usually not permitted. Share or paid-up capital will be increased anytime after incorporation of the company.

Registered Address

Corporations should even have a registered office to which all notices and official paperwork may be despatched and at which the corporate is to keep the assorted registers that it is required to take care of under the law. Each firm registered in Singapore is required to have a registered office address. The registered address must be a physical address and can’t be a PO Box. Use of residential address is allowed for sure types of business.

Governance Structure

The governance structure of a company and the interrelationship between the company and its shareholders is governed by the corporate’s constitutional paperwork (the Memorandum of Affiliation and the Articles of Affiliation) as well as by the provisions of the Firms Act. Note that as of 1/1/2016, the memorandum and articles of affiliation will be merged and renamed into a single document called the “Constitution”. All current firms incorporated previous to the date, will not be required to merge the documents and simply can continue with their current M&A. It’s also not unusual to seek out the members of firms (usually in joint venture arrangements) coming into into ‘shareholder agreements’ as amongst themselves to seize some of their key rights and obligations in relation to how the corporate is to be structured and managed.

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