Registration of a Private Limited Company in Singapore, opening a bank account for it and its subsequent maintenance is a comprehensive service that our customers have long requested from us. Such interest is quite understandable – after all, not only the registration of a private company in Singapore but also its trouble-free operation is extremely important. If the second condition is not met, doing business in Singapore (and even more so in the international arena) may face really severe challenges.
A brief outline of the information you will find in the article:
- A complete and detailed guide on Private Limited Company incorporation in Singapore (preparation, a package of documents, main stages, opening an account with a bank in Singapore or other jurisdiction of your choice, etc.)
- Mandatory requirements for a company in Singapore to conduct business
- Full costs breakdown
- Tips for registering a Private Limited Company in Singapore and opening a corporate bank account for it
- Additional services (you can select and order them immediately after you have incorporated a Private Limited Company in Singapore)
Private Limited Company in Singapore
This is the most popular form of business organization/registration in Singapore. Unlike private enterprises and partnerships, a Private Limited Company in Singapore has a separate legal identity from shareholders and directors whose liability for the company’s obligations is limited by the size of their contribution to the private company’s authorized capital.
Mandatory words/combinations to be used as a suffix as part of the Private Limited Company’s name in Singapore:
- Private Limited / Sendirian Berhad (hereinafter are the options for English and Malay)
- Pte. Ltd. / Sdn. Bhd.
- Pte. Limited, Private (Ltd.) / Sdn. (Berhad), Sendirian Bhd.
Peculiarities of Private Limited/Sendirian Berhad in Singapore:
- A Private Company receives the status of a legal entity that is separate from the shareholders/directors
- Limited liability of Private Limited Company partners in Singapore
- A Private Company may sue and defend the claim on its own behalf
- A Private Company may own real estate
- Minimum 1 and maximum 50 shareholders
- Tax incentives and preferences
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Advantages of Private Limited/Sendirian Berhad in Singapore:
- The shareholders of a Private Company are responsible for the liabilities of a Private Limited Company in Singapore to the extent of their contribution to the company’s share capital.
- The property of a Private Company is transferable (any shareholder may dispose of his shares).
- The possibility of increasing the authorized capital of a Private Company and attracting additional financing to the company through contributions of new participants to the authorized capital of a Private Limited Company in Singapore.
- New shareholders of a Private Company may get a participation share at any stage of activity.
- A Private Company can obtain loans.
- The profits of a Private Company are subject to corporate tax.
- A Private Limited Company in Singapore does not cease to operate in the event of the death of one or more shareholders.
- A Private Company has no restrictions on the duration of its activities.
- A Private Company takes full advantage of Singapore’s transparent and comprehensible corporate law.
- The Companies Act (2014) provides clear and precise rules for the establishment and operation of Private Limited Companies in Singapore.
Advantages of a Private Limited Company in Singapore (which may become disadvantages in some cases):
- The relatively high cost of incorporating a Private Limited Company in Singapore. Registration will really be somewhat more expensive than in England or the United States. However, it will be significantly lower than in most countries of continental Europe.
- The company’s management is based on the rules and instructions of the Companies Act, and any deviation entails a fine. However, the rules themselves are formulated so clearly and understandably that it is not difficult to follow them and they practically do not restrict legal business.
- The submission of the Annual Returns and the Director’s Report is mandatory. This is a requirement of many jurisdictions, and Singapore is no exception.
- A Private Limited Company in Singapore is required to have at least 1 director and at least 1 secretary who are residents of Singapore. A local director allows a Singapore company to be considered a tax resident of Singapore (it gives benefits under Agreements on avoidance of double taxation).
- Directors of a Private Company are obliged to disclose information about their participation share. The registers of directors and shareholders of companies are open in many respected countries – Singapore included.
- The administrative and operational costs of a private company are relatively high. Again, that depends on what to compare them with.
- In the event of the Private Company dissolution, voluntary liquidation of a Private Limited Company in Singapore is required. The good news is that no requirements can be set for the company by the registry-keeping authorities upon its liquidation.
- Mandatory compliance of a Private Company with ACRA (Accounting Corporate and Regulatory Authority)/IRAS (Inland Revenue Authority of Singapore). Submission of financial accounts to the registry and the tax service is a normal practice in the entire civilized world. As a result, a Private Limited Company in Singapore has an exceptionally high status, incomparable to that of an ordinary offshore company.
Basic/minimum requirements for a Private Limited Company in Singapore:
- 1 shareholder (natural person/legal entity)
- 1 director (a natural person only, aged 18 years and over, an ordinarily resident of Singapore)
- 1 secretary
- Initial paid-up authorized capital – from SGD 1. If you qualify for EntrePass, the threshold is raised to SGD 50,000.
- A registered office in Singapore
Taxation of a Private Limited Company in Singapore:
- Taxation of a part of the income originating in Singapore. If the source is abroad and the income is not transferred to Singapore, it is not subject to corporate tax.
- Non-residents are taxed at source on certain types of income (interest, royalties, fees for technical services, rental of movable property) if they are considered to arise in Singapore.
- Corporate income tax is fixed at 17%.
- Partial tax exemptions and three-year business tax exemptions are available (if applicable, see below).
Partial tax exemption (income taxed at the regular rate, SGD 102,500 in total):
| Taxable income (SGD) | Exempt from tax | Exempt Income (SGD) |
| First 10,000 | 75% | 7,500 |
| Next 190,000 | 50% | 95,000 |
Tax exemption (income taxed at the regular rate, SGD 102.500 in total):
| Taxable income (SGD) | Exempt from tax | Exempt Income (SGD) |
| First 100.000 | 75% | 75,000 |
| Next 100,000 | 50% | 50,000 |
Other aspects to be considered:
- The exception for startups does not apply to development and investment holding companies.
- Singapore has a one-tier tax system, which means that all dividends paid by Singaporean resident companies are exempt from tax in the hands of the shareholder.
- In the first three years of operation, the first SGD 100,000 of profits are tax-exempt, and half of the subsequent SGD 200,000 is exempted from taxation.
- For Singaporean companies that operate for more than three years, 75% of the first $10,000 of taxable profits and 50% of the subsequent $290,000 of taxable profits are exempt.
Registration of a Private Limited Company in Singapore
A decision to incorporate a business in a solid and respected jurisdiction may change your entire future life. Comparing a company in Singapore and a company in some offshore jurisdiction is impossible as the levels, opportunities, status and prospects are too different. An offshore company is quite a good working instrument for doing business, and such a solution will turn out to be quite reasonable in many cases. But a Private Limited Company in Singapore is a completely different project, much more serious and solid.
Recommended procedure:
- Contact Offshore Pro Group for assistance. You can use e-mail (info@offshore-pro.info) or another communication channel (options).
- Discussion of cooperation terms. You tell us about your project, wishes and requirements. We analyze the case, study the general possibility of providing the service, and negotiate a package of additional services and the format of cooperation.
- Payment for services. If you are satisfied with our terms and conditions, and we understand that we can be useful for you (we know that some other intermediaries can take money for nothing, but it’s something we do not want to meddle with), you pay the invoice (options).
- Preparation of a package of documents on your part (see below) and sending them to our address.
Next, you can take care of your daily business while we are taking further steps to register a Private Limited Company in Singapore. As a client, you can personally control all stages of incorporation upon request, but practice shows that there is no special need for this.
Things you should know before the incorporation of a Private Limited Company in Singapore:
- Company name must be approved by ACRA. The requirements are standard: originality, taking into account the existing copyrights, and exclusion of the words/combinations that are undesirable or prohibited. Experts advise referring to your business activities in the company name and checking an available domain name/web address to boost your business online.
- Shareholders of a Private Company in Singapore. At least 1 – and up to 50 (legal entities or natural persons). The director’s and shareholder’s statuses may be combined. The data is stored in the public domain.
- Resident directors of a Private Company in Singapore. At least 1, with Singapore residency status required (Singapore citizen, Permanent Resident, or holder of an Employment Pass /EntrePass / Dependant Pass). Personal requirements: at least 18 years of age, not bankrupt, not convicted for any criminal malpractice in the past.
- Secretary of a Private Company in Singapore. An eligible candidate is a natural person with a resident’s status (see the previous paragraph). A secretary should be appointed within no more than 6 months from the date of a Private Limited Company incorporation in Singapore.
- Share capital/paid-up capital of a Private Company in Singapore. The minimum paid-up capital is SGD 1 (equivalent in any currency). The shares have no par value. Bearer shares are not permitted. The share capital or paid-up capital may be increased at any time upon completion of the Private Limited Company incorporation process in Singapore.
- The registered address of a Private Company in Singapore. The registration address must be a physical address and cannot be a PO Box. The real substance is much more promising, but it will require some additional costs.
Opening a Corporate Bank Account for a Company in Singapore
There are many options to consider. You can open an account with a bank in a solid onshore jurisdiction (Switzerland, Germany), midshore (in Singapore or Hong Kong) or in any offshore jurisdiction (BVI, Panama, Seychelles). But you should understand that opening an account is an extremely important stage of incorporation, so the choice must be as thoughtful and balanced as possible. Here are some examples of typical requirements for documents in different jurisdictions to open an account (please ask our experts for more details!).
An approximate package of corporate documents required to open a corporate account in Switzerland for a Private Limited Company in Singapore:
- Certificate of Company Registration
- Company’s constituent documents
- Certificate of Good Standing
- Certificate of Incumbency
- Passport(s) of Director(s)
Documents for shareholders/beneficiaries required to open a corporate account in Switzerland for a Private Limited Company in Singapore:
- Documentation on the entire holding company structure by UBO (Ultimate Beneficial Owner)
- International passport or ID card
- Proof of actual residential address
- Individual tax identification number
- Biography in free form
- Personal data
- Description of the origin of the funds
A general list of documents required to open a corporate account in Hong Kong for a Private Limited Company in Singapore:
- Certificate of Company Registration
- Certificate of Incorporation
- Memorandum and Articles of Association
- Minutes/Resolution of the Board of Directors to open an account and appoint any authorized signatories
- (for a company having a corporate shareholder) A director’s declaration including a scheme of the company’s ownership
- Criminal Record Certificate
- Documents for directors and beneficiaries
- Documents for authorized signatories
- Information on all directors, beneficiaries and signatories
- FATCA Independent Certificate
A general list of documents required to open a corporate account in Seychelles for a Private Limited Company in Singapore:
- Certificate of Company Registration
- Memorandum and Articles of Association
- Resolution on Appointment of Directors
- The decision to open a corporate account in a bank with an indication of the persons entitled to sign
- Personal documents of the director, beneficiaries and signatories
- Proof of residential address (for persons listed above)
Maintenance of a Private Limited Company in Singapore after its Incorporation
It will very much depend on the type of business, your residency/tax status, the sphere of business interests and many other factors. Opening a corporate account with a bank is in fact a mandatory service, but all other services are optional. Therefore, we strongly recommend discussing the list of services with our experts at the stage of preliminary project development.
Please pay attention to the following:
- Some businesses require additional licensing. If this is your case, opening a corporate account with a bank requires additional analysis and study.
- There are requirements for office hours.
- The registration number of the Singapore Private Limited Company (Unique Entity Number, issued by ACRA) must be indicated on all documents.
- GST registration is generally not mandatory (the qualification criterion is operating revenue), but voluntary registration with any level of income is also possible.
- Opening a corporate account with a bank is possible only upon registration of a Private Limited Company in Singapore.
- Payment of contributions to the CPF (Central Provident Fund) is mandatory for Singapore citizens and permanent residents.
Other popular services in Singapore that we provide:
- Open a Corporate Bank Account in Singapore.
- Open a Corporate Bank Account in Singapore Remotely.
- Open a Trust in Singapore with a Bank Account in Saint Lucia.
- Set Up a Singapore Company with a Hong Kong Account Remotely.
Documents Required to Set up a Private Limited Company in Singapore
When you are preparing a package of documents, it is important to understand that the official rules for the Private Limited Company incorporation in Singapore allow to require any additional package of documents, and the same situation is typical of opening a corporate account with a bank. Therefore, we can only talk about a minimum set of documents. Please be aware of this circumstance and make preparations for the registration procedure as carefully as possible.
Documents and Information for Registration of a Private Limited Company in Singapore:
- Several options for the name of a private company in Singapore
- The amount of the authorized capital in monetary terms and the number of shares
- Desired private company structure in Singapore
- Planned area of business (activity) of a private company in Singapore (refer to the Singapore Standard Industrial Classification Code (SSIC) 2010 to identify it)
Required KYC documents:
- A copy of the passport for each director, shareholder and beneficiary
- Confirmation of address for each director, shareholder and beneficiary
If the founder of a Private Company in Singapore is a legal entity, documentary evidence of the following will be required:
- The company is duly incorporated
- Information on the director
- Information on shareholders
- Information on beneficiaries
Approximate costs of incorporating a Private Limited Company in Singapore:
- Company registration, including all state duties – USD 680
- The company’s legal address – USD 500
- Services of a local director – USD 2,500
- Foreign director, foreign shareholder – USD 300
- Secretarial services – USD 680
- Delivery of documents from Singapore – USD 150
- Security deposit – EUR 4,600 (installments are possible; the amount will be refunded after the company liquidation or change of services provider)
- Mandatory deposit – USD 5,280
We will be happy to answer all your questions about Singaporean companies. If you have real questions you would like to learn more about, please contact us by e-mail info@offshore-pro.info
I want to start a company in Singapore. What documents do I need for this in 2022?
There is an answer to this question in the article, but it is spread out across the whole text. In fact, the procedure is transparent and understandable, but clients are typically unable to perform it by themselves.
To register a company, you need to:
Select an original name for the structure that is not currently in use by any Singapore company
Identify two main areas of business interest
Hire two nominees – a director and a secretary. It is extremely difficult to become the head of the company at the registration stage as you will need a special business visa.
Provide documents (passport data) for the nominee director and secretary
Obtain a registered office for the company in Singapore.
But we strongly recommend thinking about the benefits of real substance, i.e. the actual presence in the jurisdiction, to reduce the risk of being turned down.
What income is subject to taxation in Singapore in 2022?
As a general rule, it is only the income received from sources in Singapore or transferred to the account of a company registered in the jurisdiction (the standard rate without deductions is 17%).
Here are the types of income (only the main ones are indicated):
From trade, entrepreneurship, or professional practice
In the form of remuneration, including reimbursement of living expenses, options and transportation costs
Interest, dividends and discounts
Different benefits, pensions and rent
License fees for the use of someone else’s intellectual rights and copyright
We would like to remind you that Singapore offers numerous discounts, so the actual level of fiscal payments will probably be lower than expected.
Are the taxes for residents in Singapore any different from those paid by foreigners?
In general, taxation is not different. But residents can take advantage of several essential preferences that are not available to those who do not have this status. The most significant opportunities to legitimately save are:
Exemption from part of taxes provided for by existing double taxation agreements
Legal refusal to pay taxes on income earned outside Singapore and not transferred to the resident company’s bank account
A discount for start-up companies valid for the first 3 years of work: up to the first SGD 100,000 – a 100% discount, and the next SGD 200,000 is subject to a 50% discount (8.5% rate). The conditions for this include registration in Singapore, the status of a tax resident, and no more than 20 employees with at least 10% of them being natural persons.
Private Limited Company in Singapore — fill out the form
