COUNTRY

Singapore’s aim is to become a major financial hub in the Asia-Pacific region, and judging by its recent performance in the wake of the global recession it appears to be achieving this goal. The city-state is striving to encourage international finance and other businesses to locate there, and offers generous tax incentives to companies that locate their global or Asia-Pacific regional headquarters there.

GDP growth has varied greatly in the last few years, but there have been some spectacular bursts of growth. For example, growth in the last quarter of 2017 was at 11.2%. In general, the country’s economy is very healthy.

The island has excellent telecommunications and good transport links. The Port of Singapore is the world’s largest in terms of total shipping tonnage, transhipment and containers. It is also the world’s third largest petrochemical refiner, and operates South-East Asia’s most technically advanced and efficient shipbuilding and ship-repair facilities. The Singapore Registry of Ships has over 3,000 registered vessels totalling more than 29 million gross tonnes, and offers tax advantages and financial incentives to Singapore-registered vessels under various schemes and funds.

Despite meeting the OECD’s tax information exchange agreement requirements, and therefore being removed from the OECD’s grey list, banking secrecy remains enshrined in Singapore law, with heavy penalties for wrongful disclosure of bank clients’ financial details or accounts. Singapore is one of the world’s fastest growing banking centres, with many global banks setting up offices there.

Both individuals and companies can benefit from the various tax incentives on offer, from a 50% tax deduction on investments made by “angel investors” who invest at least SGD100,000 in qualifying start-up businesses, to tax exemption for qualifying non-resident investment funds managed by Singapore-based fund managers.

Singapore offers generous tax incentives to companies that locate their global or Asia-Pacific regional headquarters there. It has excellent telecommunications and good transport links. The Port of Singapore is the world’s largest in terms of total shipping tonnage, transhipment and containers. It offers tax advantages and financial incentives to Singapore-registered vessels under various schemes and funds. Banking secrecy remains enshrined in Singapore law, with heavy penalties for wrongful disclosure of financial details or accounts. It is one of the world’s fastest growing banking centres. Companies benefit from a plethora of tax incentives, aimed particularly at start-ups and the technology sector. Professional services are efficient and not unduly costly. English is the business language alongside Chinese.

TAXATION

  • Headline tax rates: CIT 17%, PIT 2%-20%, VAT 7%
  • Treaty Jurisdictions: Albania, Australia, Austria, Bahrain, Bangladesh, Belarus, Belgium, Brunei, Bulgaria, Canada, China, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Fiji, Finland, France, Georgia, Germany, Guernsey, Hungary, India, Indonesia, Ireland, Isle of Man, Israel, Italy, Japan, Jersey, Kazakhstan, Korea, Republic of, Kuwait, Latvia, Libya, Lithuania, Luxembourg, Malaysia, Malta, Mauritius, Mexico, Mongolia, Myanmar, Netherlands, New Zealand, Norway, Oman, Pakistan, Panama, Papua New Guinea, Philippines, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Slovak Republic, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vietnam
  • TIEA Jurisdictions: Bermuda

Since 2005, Singapore provides a partial tax exemption for startups during their first 3 years.

The startup tax exemption scheme (SUTE) provides the following tax exemptions for the first 3 years based on this scale:

  • The first $100,000 S is exempt from taxes;
  • The next $200,000 S is exempt from 50% of the taxes due.

In essence, the total exemptions for the first $300,000 S is $200,000 S during the first 3 years.

The only exception to these exemptions are the following types of startups:

  • Investment holding companies; and
  • Companies whose principal activities involve developing real properties for investment or sale, or both.

Currently, new start up PLC’s receive a full tax exemption on its first $100,000 SGD income for the first 3 consecutive years. In addition, startups also enjoy a 50% exemption on the next $200,000 SGD income.

Corporate income tax returns must be filed by every November 30th. This includes a report and tax computations.

However, United States taxpayers and all others residing in global income taxation countries must report all income to their tax authorities.

BUSINESS

  • Suitable for: Wealth Management, Treasury Management, Banking, Insurance, Fund Management, Shipping, Aviation, Yachting, Trading Goods, Trading Financial, Intellectual Property/Licensing, Holding Companies, E-commerce
  • Company Types: Limited companies, public limited companies, trusts, sole proprietorships, branches, general partnerships and limited partnerships
  • Formation Cost: 1300 – 2500 USD$
  • Formation Time: 2 – 4 days
  • Maintenance cost: 800 – 1400 USD$

INCORPORATION

Representative Office

A representative office (RO) is usually set up when a foreign company wishes to establish a presence in Singapore, but does not (yet) intend to actually carry on any business there. A RO has no legal status, but is merely an administrative arrangement and primarily designed for non-commercial activities. Legally, a RO is not a business entity, per se, and not allowed to perform any activity with a purpose to generate profits.

General Entry Steps : Check Availability of Company Name

This step is required with every company structure when entering the Singapore market. The first procedure of the incorporation or registration process is the approval and reservation of the company name. Submit your application online via Bizfile with your SingPass password. Appoint a professional firm if you do not have a SingPass.

An application fee of SGD$15.00 is payable for each approved company name. Reservation is for 60 days but can be extended for a further 60 days before expiry. The fee for the extension is SGD$ 10.00 per name. Approval of a name takes usually one hour.

Agency: Research business names at Bizfile as to avoid identical or too similar names of any existing company.

Note: You can register a name online with your SingPass if you are a Singapore resident. Otherwise you require assistance of a professional company.

Time: 1 hour

Cost: SGD$15.00 additional cost of SGD$10.00 to extend past the 60 days

Company Registration

Application before the International Enterprise (IE) is mandatory through a professional ‘business registration firm’. To set up an RO in banking and insurance, you need to register with the Monetary Authority of Singapore (MAS).

As the RO is not permitted to operate beyond a maximum of three years it is regarded as a temporary nature, and it can be delisted any time and replaced by a branch office or subsidiary company.

Foreign entities can submit their applications or renew their Representative Office registrations at https://roms.iesingapore.gov.sg via a secured online application form.

All new applications of foreign commercial entity must fulfill the following criteria:

  • Sales Turnover of the foreign entity must be > USD$250,000
  • Number of years of establishment of the foreign entity must be >= 3 years
  • Proposed number of staff for RO should be < 5 people
  • A duly certified copy of the certificate of the foreign parent company’s certificate of incorporation in English or an official English translation
  • Foreign parent company’s latest annual report and audited account
  • Duly endorsed undertaking to abide by the Terms and Conditions governing the representative offices in Singapore

When the parent company is relatively new and there are no annual report and audited accounts, you can self-declare the needed information and provide other supporting details such as company brochures, contracts, website, etc. in support of your application.

If successful, the authorities will issue a Letter of Approval confirming the registration of the representative office.

If the parent company becomes dormant, the representative office must be de-registered.

Agency: International Enterprise Singapore (https://roms.iesingapore.gov.sg/)

Time: 1 week (sometime authorities ask for additional clarifications which may delay another 1-2 weeks)

Cost: SGD$200 per year

Appoint Representative(s)

A representative office may engage local employees as support staff but must at least appoint a chief representative staff member who will be based and residing in Singapore to oversee the RO’s activities. The Representative must hold themselves out as the ‘representative’ of the foreign company, and not its ‘manager’, ‘sales representative’ or use any other designation which would connote that the foreign company is carrying on business in Singapore.

Agency: N/A Appointed by your own head office

Time: N/A

Cost: N/A

Branch

If a foreign corporation wanted to engage in business in Singapore but does not want to incorporate a full company in Singapore, it must first be registered as a branch in order to carry on business under the corporate title of the foreign corporation.

The shareholders, structure of company and its activities are directed by the foreign parent company’s Memorandum and Articles of Association (MAA). There is no separate MAA for the branch office.

Legally a branch of a foreign company is not a subsidiary company and is only an extension of its head office, which is owned by the foreign parent company. The branch’s debts and liabilities are part and parcel of the debts and liabilities of the head office of the foreign corporation and its activities are limited to those stipulated in the constitution of the head office. A claimant can approach the Singapore courts of law to initiate legal proceeding against the headquarters, by virtue of its branch being located in the Singapore jurisdiction.

If employing people, the branch office must sign up for the Employee Wage Compensation Insurance under the Central Provident Fund (“CPF”). For health insurance, there is no statutory requirement to provide private health insurance benefits to employees in Singapore. Employees are automatically provided with a low-cost medical insurance called Medishield.

General Entry Steps : Check Availability of Company Name

This step is required with every company structure when entering the Singapore market. The first procedure of the incorporation or registration process is the approval and reservation of the company name. Submit your application online via Bizfile with your SingPass password. Appoint a professional firm if you do not have a SingPass.

An application fee of SGD$15.00 is payable for each approved company name. Reservation is for 60 days but can be extended for a further 60 days before expiry. The fee for the extension is SGD$ 10.00 per name. Approval of a name takes usually one hour.

Agency: Research business names at Bizfile as to avoid identical or too similar names of any existing company.

Note:  You can register a name online with your SingPass if you are a Singapore resident. Otherwise you require assistance of a professional company.

Time: 1 hour

Cost: SGD$15.00 additional cost of SGD$10.00 to extend past the 60 days

Company Registration

A branch must be registered with the Accounting and Corporate Regulatory Authority (ACRA) under the Companies Act upon approval of its name. The name of the Singapore branch must correspond to the name of the foreign company.

A registration must be submitted online via Bizfile by a professional firm/company such as corporate secretarial firms, law firms and accounting firms.

Government approval is generally not required for foreigners to do business in Singapore. However, banks and other financial institutions wishing to do business do require approval from the Monetary Authority of Singapore (MAS).

Documents needed:

  • A certified copy of the foreign company’s Certificate of Incorporation
  • A certified copy of Memorandum and Articles (MAA) of the foreign company
  • A list of directors with their particulars and if the directors are resident in Singapore and members of the local board of directors, a memorandum stating their powers
  • The Memorandum of Appointment or Power of Attorney and details of at least two persons residing in Singapore and acting as the agents of the Singapore branch office
  • A statutory declaration made by the agents confirming particulars of the branch
  • A notice of location of the registered office in Singapore

If the original documents of the foreign incorporation are not in English, certified translated copies in English must be filed with ACRA.

Agency: Accounting and Corporate Regulatory Authority (ACRA) – BizFile portal

https://www.psi.gov.sg/NASApp/tmf/TMFServlet?app=RCB-BIZFILE-LOGIN-1B

Time: Usually within 15 minutes after registration fee is paid.

Note: However, it may take between 14 days to 2 months if the application needs to be referred to other authorities for approval or review. For example, if the intention of the foreign company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.

Cost: Name Approval Fee SGD$15

Registration Fee for Foreign Company with share capital is SGD$300

Registration Fee for Foreign Company without share capital is SGD$1,200

Appoint At Least Two Representatives

A branch needs at least two local agents who are “ordinary residents” to act on behalf of the company and to accept service of process and any notice required to be served on the corporation who are either:

  • A resident in Singapore or
  • A holder of an Employment Pass or
  • A holder of Approval-In-Principle letter or a Dependent Pass

The functions of these agents are limited and the role and responsibility of them is less demanding and onerous than that of directors of incorporated companies.

Agency: N/A (arranged by your company)

Time: N/A

Cost: N/A

Make a Company Seal

Company seals in Singapore are not a common practice other than for shareholder certificates and for some other organization such as schools who produce certificates.

Nonetheless, it is a good practice to hold a company seal for any problems that may arise in authentication of a document from the company. Many companies can produce your company seal in Singapore normally taking only one day to produce and prices will range from S60-S138

Agency: Commercial service that can be provided by many companies

Time: 1-2 days depending on the company used

Open a Corporate Bank Account

There are several well-known international banks active in Singapore, including Citibank, Maybank, and Standard Chartered as well as various national banks.

Commercial banks in Singapore are licensed under and governed by the Banking Act. They may undertake universal banking and banks may also carry out financial advisory services, insurance broking and capital market services. Commercial banks operate as full banks, wholesale banks or offshore banks.

Currently there are 28 full banks are operating in Singapore. Full banks may provide the whole range of banking business permitted under the Banking Act.

Foreign full banks with Qualifying Full Bank (“QFB”) privileges will be able to:

  • Share ATMs among other foreign banks and relocate their sub-branches freely
  • Negotiate with the local banks to let their credit card holders obtain cash advances through the local bank’s ATM networks.
  • Provide debit services through an EFTPOS network
  • Offer Supplementary Retirement Scheme and CPF Investment Scheme accounts, and
  • Accept fixed deposits under the CPF Investment Scheme and Minimum Sum Scheme

Examples of foreign banks with full bank status in Singapore are like HSBC, Standard Chartered, Citibank, Bank of America, Bank of China, Bank of India, ANZ, RHB bank, etc.

Agency: Commercial Bank

Time: 1 day

Cost: None

Sign up for Employee Compensation Insurance at an Insurance Agency

Employers are required by law to contribute to the Central Provident Fund (“CPF”). Under the scheme, employers are to ensure that CPF contributions are paid monthly for its employees at the rates set out in the Central Provident Fund Act. The employer is entitled to recover a percentage of that contribution from the employee through deductions from the employee’s wages.

CPF contribution by the employer is mandatory for all local employees (citizens and PRs) earning more than SGD$50 per month. The maximum contribution rate for employer and employee is 16% and 20%, respectively, but can sometimes be lower depending on certain factors.

You can apply to e-submit CPF contribution details using CPF’s [email protected] as soon as you intend to hire your first employee. To apply, you will need a SingPass and the company’s Unique Entity Number (UEN). Upon approval, you will receive an email and welcome letter containing a CPF Submission Number (CSN), Payment Advice (CPF91) and Direct Debit Authorization Form.

CPF contributions are generally payable for the following employees:

  • Company Directors
  • Part-time/Casual Employees
  • Operationally Ready NSmen on in-camp training. Under the Enlistment Act, employers have to pay the CPF contributions on the wages given by the employer and makeup pay from MINDEF. The employee’s share of contributions can be recovered from the employee’s wages.
  • Family members of the business owner, if they are receiving wages for work done for the proprietor.
  • Employees concurrently employed by another employer

For foreign employees: CPF contributions for foreign employees is not applicable.

Employers have a grace period of 14 days to make payment of CPF contributions after the end of the month for which CPF contributions are due. If the due date falls on Sunday or Public Holiday, CPF contributions must be paid by the next working day.

Employers are required to pay the employer’s and employee’s share of CPF contributions monthly for all employees (Singapore Citizens and Singapore Permanent Residents) at the rates set out in the CPF Act. The contributions payable should be based on the employee’s actual wages earned for the month.

Note:Health insurance: It is not a statutory requirement to provide private health insurance benefits to employees in Singapore.

Employees are automatically provided with a low-cost medical insurance called Medishield.

Agency: CPF Board – http://www.cpf.gov.sg using [email protected]: http://mycpf.cpf.gov.sg/Employers/ESub-Home/ESub-Auto-eXcel-plus/eSub-usrAutoeXcelPlus

Time: 3 days

Cost: None

Subsidiary Company

In Singapore, the two main types of incorporated companies are:

  • Private Limited (‘Pte Ltd’) Companies: the number of shareholders is limited to fifty or less and has restrictions on the right to transfer its shares
  • Public Companies: the number of shareholders can be more than fifty members and the company may raise capital by offering shares and debentures to the public

A private company limited by shares is the most common type of company.

A Singapore Company may be registered with only one shareholder who can be an individual or a corporation. There is no requirement for shareholder(s) to be resident in Singapore.

The liability of the shareholders is limited to the amount, if any, unpaid on the shares issued to them. However, there is no minimum capital requirement. The company can be formed with an issued capital of SGD$ 1 that can subsequently be increased to the required amount. The par value of shares is usually fixed at SGD$ 1 per share. No-par value and bearer shares are not permitted.

General Entry Steps : Check Availability of Company Name

This step is required with every company structure when entering the Singapore market. The first procedure of the incorporation or registration process is the approval and reservation of the company name. Submit your application online via Bizfile with your SingPass password. Appoint a professional firm if you do not have a SingPass.

An application fee of SGD$15.00 is payable for each approved company name. Reservation is for 60 days but can be extended for a further 60 days before expiry. The fee for the extension is SGD$ 10.00 per name. Approval of a name takes usually one hour.

Agency: Research business names at Bizfile as to avoid identical or too similar names of any existing company.

Note:  You can register a name online with your SingPass if you are a Singapore resident. Otherwise you require assistance of a professional company.

Time: 1 hour

Cost: SGD$15.00 additional cost of SGD$10.00 to extend past the 60 days

Registration

Application by a foreign company is mandatory through a professional business registration firm such as corporate secretarial firms, law firms and accounting firms.

Note: A foreigner, who wants to relocate to Singapore to be the director of his own company needs to apply for an Employment Pass under the EntrePass Scheme at the Ministry of Manpower (MOM). Only upon approval of his EntrePass application, he may then proceed to himself incorporate the company with ACRA. He may also apply for an EntrePass if he owns a company registered with ACRA for not more than 6 months at the point of his EntrePass application.

A company must have a registered office situated within Singapore. Your company registration agent can provide this service if required. You may alternatively register a residential flat or property under the Home Office Scheme (HO).

The first step in incorporating a company is to obtain approval for the proposed name. Names for all companies in Singapore must conform to certain guidelines laid down in the Companies Act.

After the company name has been approved, the following incorporation documents must be prepared and filed:

  • Memorandum & Articles of Association setting out the objects and by-laws of the proposed company.
  • Statutory Declaration of Compliance (Form 6)
  • Certificate of Identity (Form 7)
  • Notice of Situation of Registered Office and of Office Hours at time of Incorporation (Form 44)
  • Consent to Act as Director & Statement of Non Disqualification to Act as Director (Form 45).

Note: An alternative to the above registration process is through something called ‘shelf companies’. Acquiring the shares of a shelf company allows an investor to almost immediately start a business in Singapore. Readily incorporated shelf companies with no prior business operations are easily available, usually with an authorized share capital of SGD$100,000 and a paid-up capital of SGD$ 2. The share transfer will normally take only one or two days.

Agency: Accounting and Corporate Regulatory Authority (ACRA) – BizFile portal

https://www.psi.gov.sg/NASApp/tmf/TMFServlet?app=RCB-BIZFILE-LOGIN-1B

Time: Usually within 15 minutes after registration fee is paid.

Note: However, it may take between 14 days to 2 months if the application needs to be referred to other authorities for approval or review. For example, if the intention of the foreign company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.

Cost: Name Approval Fees SGD$15,

Registration Fee for Foreign Company with share capital is SGD$300

Registration Fee for Company limited by Shares, SGD$600.

Note: For income tax purposes, a company is taxed in its own name.GST registration will be in the name of the company. It will have to sum up its turnover and all its sole-proprietorship businesses (if any) to determine its liability to register for GST. You may need to register for GST if your turnover for any 4 consecutive quarters ending March, June, September or December exceeds $1million. This is regardless of your financial year end.

Appoint a Representative(s)

‘One man’ companies with a single (individual or corporate) shareholder are admissible, and a company can only have one director. However, at least one director must be “ordinarily resident in Singapore”, i.e. a Singapore Citizen, a Singapore Permanent Resident, or a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass. Any person at least 18 years old may be appointed as a director.

Every foreign company registered under the Companies Act must have two agents acting on its behalf in Singapore. These agents must be Singaporeans, Singapore Permanent Residents or Singapore Employment Pass Holders.

Directors of a Singapore company bear a host of duties and responsibilities. The Companies Act requires directors to act honestly at all times and exercise reasonable diligence in discharging their duties. Directors’ duties fall under three main categories:

  • Fiduciary Duties: Directors have to act in what they honestly believe to be the company’s interests, and not in the interests of any other party.
  • Duty of Skill, Care and Diligence: A duty of care means, for example, that a director needs to find out what his powers and responsibilities are under the company’s articles and under the law.
  • Statutory Duties: Statutory duties are imposed on directors by statute, principally the Companies Act.

A Company Secretary, responsible for maintaining the company records and other administrative duties as prescribed by law, must be appointed within six months. The secretary shall be a natural person who has his principal or only place of residence in Singapore. The Companies Act prescribes minimum qualifications as regards who can be a company secretary. Private companies may also appoint their qualified employees or directors to perform these duties.

An Auditor must be appointed within three months from the date of incorporation unless it is exempted from audit requirements under Section 205B, or 205C, of the Companies Act. In practice, appointment is arranged upon incorporation of the company.

Agency: N/A (arranged by your company)

Time: N/A

Cost: N/A

Make a Company Seal

Company seals in Singapore are not a common practice other than for shareholder certificates and for some other organization such as schools who produce certificates.

Nonetheless, it is a good practice to hold a company seal for any problems that may arise in authentication of a document from the company. Many companies can produce your company seal in Singapore normally taking only one day to produce and prices will range from S60-S138

Agency: Commercial service that can be provided by many companies

Time: 1-2 days depending on the company used

Cost: SGD$60-138

Open a Corporate Bank Account

There are several well-known international banks active in Singapore, including Citibank, Maybank, and Standard Chartered as well as various national banks.

Commercial banks in Singapore are licensed under and governed by the Banking Act. They may undertake universal banking and banks may also carry out financial advisory services, insurance broking and capital market services. Commercial banks operate as full banks, wholesale banks or offshore banks.

Currently there are 28 full banks are operating in Singapore. Full banks may provide the whole range of banking business permitted under the Banking Act.

Foreign full banks with Qualifying Full Bank (“QFB”) privileges will be able to:

  • Share ATMs among other foreign banks and relocate their sub-branches freely
  • Negotiate with the local banks to let their credit card holders obtain cash advances through the local bank’s ATM networks.
  • Provide debit services through an EFTPOS network
  • Offer Supplementary Retirement Scheme and CPF Investment Scheme accounts, and
  • Accept fixed deposits under the CPF Investment Scheme and Minimum Sum Scheme

Examples of foreign banks with full bank status in Singapore are like HSBC, Standard Chartered, Citibank, Bank of America, Bank of China, Bank of India, ANZ, RHB bank, etc.

Agency: Commercial Bank

Time: 1 day

Cost: None

Sign up for Employee Compensation Insurance at an Insurance Agency

Employers are required by law to contribute to the Central Provident Fund (“CPF”). Under the scheme, employers are to ensure that CPF contributions are paid monthly for its employees at the rates set out in the Central Provident Fund Act. The employer is entitled to recover a percentage of that contribution from the employee through deductions from the employee’s wages.

CPF contribution by the employer is mandatory for all local employees (citizens and PRs) earning more than SGD$50 per month. The maximum contribution rate for employer and employee is 16% and 20%, respectively, but can sometimes be lower depending on certain factors.

You can apply to e-submit CPF contribution details using CPF’s [email protected] as soon as you intend to hire your first employee. To apply, you will need a SingPass and the company’s Unique Entity Number (UEN). Upon approval, you will receive an email and welcome letter containing a CPF Submission Number (CSN), Payment Advice (CPF91) and Direct Debit Authorisation Form.

CPF contributions are generally payable for the following employees:

  • Company Directors
  • Part-time/Casual Employees
  • Operationally Ready NSmen on in-camp training. Under the Enlistment Act, employers have to pay the CPF contributions on the wages given by the employer and makeup pay from MINDEF. The employee’s share of contributions can be recovered from the employee’s wages.
  • Family members of the business owner, if they are receiving wages for work done for the proprietor.
  • Employees concurrently employed by another employer

For foreign employees: CPF contributions for foreign employees is not applicable.

Employers have a grace period of 14 days to make payment of CPF contributions after the end of the month for which CPF contributions are due. If the due date falls on Sunday or Public Holiday, CPF contributions must be paid by the next working day.

Employers are required to pay the employer’s and employee’s share of CPF contributions monthly for all employees (Singapore Citizens and Singapore Permanent Residents) at the rates set out in the CPF Act. The contributions payable should be based on the employee’s actual wages earned for the month.

Note: Health insurance: It is not a statutory requirement to provide private health insurance benefits to employees in Singapore. Employees are automatically provided with a low-cost medical insurance called Medishield.

Agency: CPF Board – http://www.cpf.gov.sg using [email protected]: http://mycpf.cpf.gov.sg/Employers/ESub-Home/ESub-Auto-eXcel-plus/eSub-usrAutoeXcelPlus

Time: 3 days

Cost: None