Company Registration

Company Registration

Business Start-Up Services

We are well-positioned to help local and foreign entrepreneurs set up their businesses in Singapore. Our wide areas of expertise enable us to support the entrepreneur to set up his business in the shortest possible time. We are able to help in the following areas:

  • Establishment of Onshore and Offshore Companies, or Representative Offices
  • Provision of Nominee Directors and Shareholders
  • Application for Working Passes for Expatriates
  • Assistance in search for Office Premises and Recruitment of Staff
  • General & Office Administration
  • Business Process Management

Company Incorporation Requirement

  • Minimum of one director who has to be an ordinarily resident in Singapore. i.e. Singaporean/ Singapore PR/ Singapore employment pass holder.
  • Minimum 1 individual Shareholder or 1 corporate body as 100% shareholder is required. You do not need a Singaporean for a shareholder.
  • Minimum paid up capital is S$1.
  • Time taken to incorporate a company is approximately within 2 hours to 1 day.
  • All private limited companies are required to have a company secretary. We can act as your company secretary.

Information Required For Company Incorporation

  • Proposed company name (ideally with two choices)
  • Business activities in brief description
  • Paid up share capital
  • Business registered address
  • Use of our office address as your registered address
  • Directors and shareholders’ Particulars
    1. Name as in passport
    2. Singapore address
    3. Overseas address, if any
    4. Nationality
    5. Identity card number and expiry date
    6. Passport number and expiry date
    7. Photocopy of passport and identity card
    8. Personal contact (including mobile, home and office number, fax and email address)
    9. Number of shares issued to each shareholders

Company Incorporation Package

  • Professional service for name application and incorporation
  • Advise on the appropriate paid up capital
  • Government registration fee
  • Government filing fees for reservation of 1 company name
  • Share certificates
  • Common seal
  • Minute book & statutory registers
  • Memorandum & Articles of Association
  • Opening of first bank account excluding transportation
  • Company profile, courier and other miscellaneous expenses

Nominee Director

A private limited company requires at least one individual director who has to be an ordinary resident of Singapore ie being one of the following: – Singapore citizen OR – Singapore permanent resident OR – Singapore employment/dependant pass holder. Our representative may act as your company’s local director if you have difficulties appointing a director of your own.

Corporate Secretarial Services

Secretarial Agent

Certain recurring compliance matters are required to be attached to on a regular basis. As secretarial agent, our recurring corporate secretarial work covers the following areas:

  • drafting resolutions of directors to regularize recurring corporate secretarial matters involving changes in officers, opening and closing of bank accounts and changes of bank signatories;
  • drafting resolutions of directors to regularize the approval of annual accounts;
  • preparing prescribed forms in respect of recurring corporate secretarial matters for lodging with the Accounting and Corporate Regulatory Authority (“ACRA”) via Bizfile and liaising with the ACRA in the lodgment of the forms;
  • notifying you of deadlines for holding annual general meetings and applying to the ACRA for extension of time, if necessary;
  • preparing annual returns and other secretarial documents relating to the holding of annual general meetings;
  • preparing minutes representation letters for statutory audit purposes;
  • attending to the statutory auditors on their annual audit of the statutory registers and minute books;
  • maintaining and updating the statutory registers and minute books:
    • providing for the safe custody of the common seal and
    • Providing general advice on recurring compliance corporate secretarial matters.

Company Secretary

Under the Companies Act, Cap. 50, the company secretary must be a natural person who has his /her principal place of residence in Singapore. The directors have to take reasonable steps to secure that the company secretary is a person who has the requisite knowledge and experience to discharge the functions of secretary. We can arrange for the services of a named company secretary. The named company secretary will not be involved in the business, management and administrative functions of the Company.

From time to time, you may require our services on special advisory secretarial matters. Examples of special advisory matters include:

  • Drafting and filing Company Board Resolutions
  • Keeping your Company share registers and minutes
  • Filing Annual Returns for the Company
  • providing advisory services on corporate secretarial matters involving additional issues of shares, in transfer of shares, related party transactions, acquisitions and disposals of investments, amendments to memorandum and articles of association, corporate restructuring and operational transactions and matters, etc.;
  • special assignments in advising on requirements for extraordinary general meetings;
  • assistance with directors’ and shareholders’ meetings such as preparing the notices of meetings for Annual General Meeting, organizing agenda papers and recording minute of meetings which are corporate secretarial in nature; and
  • attending to reporting of information and submitting documents and forms with other government authorities.

Benefit Of Company Incorporation

  • Protection of personal assets and limiting your company and personal liabilities
  • Substantial tax saving as new companies may be entitled to partial tax exemption up to first $300,000 taxable profit. Effective tax rate is less than 9%
  • Exemption of audit requirement for private exempt company and company with turnover of less than $5 million
  • Easier access to capital funding through the sale of shares to investors and borrowing from banks

XBRL

Since 1 November 2007 Singapore incorporated companies are required to file their financial statements (FS) in XBRL format. XBRL stands for Extensible Business Reporting Language, a language used in computers to present financial statements. XBRL facilitate efficient conduct of business, enhancing reliability and accuracy of financial reporting with improved transparency and timely dissemination of relevant financial information.

What is XBRL

eXtensible Business Reporting Language or XBRL is a language for the electronic communication of business and financial data worldwide. XBRL is an open-source software that enables the organization and management of financial data for research and analysis. It also facilitates the communication of financial information online and amongst businesses with significant accuracy and reliability.

The Accounting and Corporate Regulatory Authority of Singapore (ACRA) has adopted XBRL as part of its overall strategy to streamline financial reporting and to enable the flow of financial information to the international business community, thus promoting a pro-enterprise environment.

Extensible Business Reporting Language (XBRL)

With effect from 1 November 2007, all Singapore incorporated companies, which are unlimited or limited by shares, must submit financial statements in XBRL format. Others that are allowed to continue to file financial statements in PDF format are as follows:

  1. Companies limited by guarantee will be able to continue filing financial statements in PDF format as tabled at the Annual General Meeting;
  2. Companies that are commercial banks, merchant banks, registered insurers and finance institutions as stated in the MAS Financial Institutions Directory;
  3. All companies that are permitted by law to prepare in accordance with accounting standards other than Singapore or International Financial Reporting Standards.

Filing Financial Statements in XBRL Users may use FS Manager to prepare financial statements in XBRL. The options available are as follows:

  1. Option A (Full XBRL); or
  2. Option B (Partial XBRL)

Option A (Full XBRL)

A company shall file its financial statements under Option A (Full XBRL) for its AR only under the following two scenarios:

  • The company had used the FS Manager to prepare the full set of financial statements for tabling at the Annual General Meeting (AGM) [note (i)]; or
  • The FS Manager is used to prepare a full set of financial statements identical in content to the full set of financial statements tabled at the AGM [note (i)].

Note (i): For the case of a private company which has dispensed with holding an AGM, the full set of financial statements will be that sent to the shareholders of the company.

The different financial periods stated in Option B do not affect the filing in Option A.

Option B (Partial XBRL)

Companies filing in Option B must attach a PDF copy of its full set of financial statements as tabled at the AGM with its AR (or for the case of a private company which has dispensed with holding an AGM, it shall be a copy of its full set of financial statements which was sent to the shareholders of the company).

There is a difference for filings in Option B for the financial periods:

Financial Periods Beginning On or Before 31 December 2008

A company which chooses to file in Option B files a minimum of the Balance Sheet, Income Statement and information denoted by a red asterisk in FS Manager.

Financial Periods Beginning On or After 1 January 2009 (or Earlier, if FRS 1(R) Has Been Early Adopted)

The Accounting Standards Council has issued on 28 March 2008, the revised FRS 1 for Singapore incorporated companies [FRS 1(R)], effective for annual periods beginning on or after 1 January 2009, with earlier adoption permitted.

A company which chooses to file in Option B files a minimum of Statement of Financial Position, Statement of Comprehensive Income and information denoted by a red asterisk in FS Manager. If the company presents all items of income and expense in two statements, both Statement of Comprehensive Income and Income Statement must also be filed.

Filing Requirements

The table below illustrates the information required to be filed in XBRL format for Option A and Option B filing respectively.

Statements for Financial Periods Beginning On or Before 31 December 2008 Statements for Financial Periods Beginning On or After 1 January 2009 (or earlier, if FRS 1(R) has been early adopted) Option A (Full XBRL) Option B (Partial XBRL)
Directors’ Report Yes
Statement by Directors Yes
Independent Auditors’ Report *
Income Statement Statement of Comprehensive Income (and Income Statement, if the company has presented all items of income and expense in two statements) # Yes Yes
Balance Sheet Statement of Financial Position Yes Yes
Statement of Changes in Equity Yes
Cash Flow Statement Statement of Cash Flows Yes
All Notes to the Financial Statements Yes
Mandatory information denoted by a red asterisk in FS Manager Yes Yes

Company Closure

We provide advisory services relating to striking off or de-registration of businesses and limited liability companies.

Striking Off

This is the most common way in which a company closes down as it is the cheapest and relatively simple to do so. A private limited company can apply to the regulatory (ACRA) to strike its name off the Register under the Companies Act. The regulatory body (ACRA) may approve the application if the company can prove that it is not carrying on business and that the company is able to satisfy the criteria for striking off.

Striking off Criteria

  1. The company must have ceased trading or not commenced business from the date of incorporation.
  2. The company must not have any outstanding tax liabilities with IRAS.
  3. The company must not be indebted to any other government agency.
  4. The company must not have any outstanding charges in the company’s charge register.
  5. The company must not be involved in any court proceedings (within or outside Singapore).
  6. The director(s) must obtain the written consent of the majority of the shareholders.
  7. The company must not have any current/contingent assets and liabilities.
  8. The accounts attached must be drawn up till the date of cessation indicated in the application (if any).
  9. Company Limited by Guarantee must submit the last set of audited accounts.
  10. The audited financial accounts should be unqualified and should have no assets and liabilities.
    However, if the audited accounts are:
    (a) Qualified opinion with no assets and liabilities, applicant is required to submit a letter of undertaking from the respective auditor to remove its qualification.
    (b) Unqualified opinion with assets and liabilities, applicant has to submit documentary evidence for the disposal or settlement of assets and liabilities.

Members’ Voluntary Winding up

A company may decide to wind up its affairs voluntarily if the directors believe that the company will be able to pay its debts, in full, within 12 months after the commencement of the winding up. The company will appoint a liquidator, or provisional liquidator, to wind up its affairs and file the necessary notifications required under the Companies Act.

Creditors’ Voluntary Winding up

A company may decide to opt for a “creditors’ voluntary winding up” if its directors believe that it cannot, by reason of its liabilities, continue its business. The company will appoint a liquidator, or provisional liquidator, to wind up its affairs and file the necessary notifications required under the Companies Act.

Compulsory Winding up

A company may be wound up under an Order of the Court under certain circumstances e.g. the company is unable to pay its debts. The Court may appoint a liquidator to wind up the affairs of the company. Where no liquidator is appointed by the Court, the Official Receiver shall be the liquidator of the company.

The liquidator will file the necessary notifications required under the Companies Act.