starting a company in singapore: introduction
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Prepared for directors
of Singapore private
limited companies.
As of April 2014
STARTING A
COMPANY IN
SINGAPORE:
INTRODUCTION
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LAUNCH YOUR BIG IDEA
STRUCTURES AND
COMPLIANCE
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LEGAL STRUCTURES: LOCAL DIRECTORS
Sole proprietorship
Unlimited liability but
low cost of compliance
Enjoy separation of
owner + manager
Tax effective <S$100k
in revenue
Private limited
Limited liability but
high cost of
compliance
Directors +
shareholders
Tax effective >$S100k
in revenue
Investment easier
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LEGAL STRUCTURES: FOREIGN DIRECTORS
Representative company
Scouting to find
business and
networks.
Requires a large
overseas interest
Trade not permitted.
Private limited
Limited liability but
high cost of
compliance
Directors +
shareholders
Tax effective >$S100k
in revenue
Investment easier
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IMPORTANT GOVT BODIES
Body Purpose Contact
Accounting and Corporate
Regulatory Authority Singapore
(ACRA)
Company
Registrar
+65 6248 6028
Inland Revenue Authority of
Singapore (IRAS)
Tax +65 6356 8622
Ministry of Manpower (MOM) Work passes +65 6438 5122
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COMPLIANCE WITH ACRA’S BIG 4
1. Local director
2. Company secretary
3. Registered mailing address
4. Audit firm (under some circumstances)
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#1 APPOINTING A LOCAL DIRECTOR
Resident of Singapore (can be a
foreigner).
18 years or above.
Can be employed by another firm, but
normally must seek permission from
employer.
Nominee directors are a substitute.
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#2 REGISTERED MAILING ADDRESS
Normally a commercial address where
the director intends to work.
Can be a condominium, where work is
being carried out from 9am-5pm.
HDB dwellers need to seek special
permission.
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#3 APPOINTING A COMPANY SECRETARY
Can I handle asset
registers?
Can I handle
share transfers?
Can I file
on time?
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#4 APPOINTING AN AUDIT FIRM
Do I want to attend a
planning meeting?
Will I answer
email?
Will I get it
done?
Will I maintain
the budget?
INCORPORATING
A PRIVATE LIMITED
COMPANY
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Q/A
WIN TALK -TIME WORTH $500 WITH A CONSULTANT
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COMPLETING AN INCORPORATION
Business name
Registered mailing
address
SSIC code
Directors
• Local
• Foreigner
Shareholders
• Individual
• Corporate holding
Paid up capital
Shares
Company secretary
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#1 BIZFILE
Download
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#2 M+AA
Download
Approx 100
articles
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#3 SHARE CERTIFICATE
Download
Common seal
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#4 BOARD OF DIRECTORS RESOLUTION
Download
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COMPANY STAMP + SEAL
Stamp can include
Full company name
UEN number
Registered address Do I need a
company seal?
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Search for
‘Singapore
incorporation’
on the App Store.
OPENING A
CORPORATE
BANK ACCOUNT
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STARTUP FRIENDLY BANKS
Account name Min. opening balance
Min. avg. daily balance
Directors / Shareholders living abroad
DBS Startup Entrepreneur Account
$500 Waived for six months. $8,000 after.
Easy
OCBC Business Entrepreneur
$3000 Waived for six months. $8,000 after.
Easy
Standard Chartered BusinessOne none $10,000 Easy
UOB Current $1,000 $8,000 Hard
MayBank Company Current $3,000 $10,000 Hard
HSBC Business Vantage $30,000 $30,000 Hard
Citibank Commercial Bank $100,000 $50,000 Hard
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GET USED TO CORPORATE BANKING
Most require at least two directors or one
director / company secretary to be
present to open + close the account.
Two classes of signatories: authorised +
transaction.
Min. amount to open the account and
min. daily balance.
Internet banking is getting better.
Cheques are represented often.
START-UP
FRIENDLY
VISAS
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OVERVIEW ON WORK PASSES
Employment
pass
Entrepass
Business
visaLetter Of
Consent
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SUMMARY OF IMPORTANT TIMINGS
Activity Description
Incorporation10 days to incorporate (7 days to collect and sign docs + 3 days to process)
Update MOM e-records
10-14 days for Ministry of Manpower to recognise a newly incorporate company before application can be submitted online
Work visa 1-8 weeks to secure the EP application (if an EP is required)
Open bank account with foreign director
Allow 30-60 for a foreign director s none of whom can visit Singapore to open the bank account. For cases where at least one director + company secretary is present in Singapore, opening an account is 7 days.
SCENARIOS
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A LOCAL WHO WANTS TO TEST AN IDEA
Setup a sole proprietorship.
Pay tax at a personal income rate.
Convert later to a private limited
company.
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A LOCAL WHO WANTS TO BUILD A PAYROLL
Setup a private limited company.
Choose the correct SSIC code.
Inform MOM of the company
incorporation.
Commence paying themselves CPF.
Seek a commercial premises.
Pay a company rate of tax.
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A FOREIGNER ON AN EP WHO WANTS TO START A BUSINESS
Incorporate a private limited company
with paid-up capital 6 times their salary.
Appoint a local director for 3 months.
Inform MOM of the company
incorporation.
Employ themselves as an executive
director.
Pay company rate of tax and a personal
rate of tax for salary
Apply for PR later.
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A FOREIGNER ON A DP WHO WANTS TO START A BUSINESS
Setup a sole proprietorship.
Apply for an LOC from MOM.
Employ themselves as local manager.
Pay a personal rate of tax.
Convert to private limited company later.
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A FOREIGNER WHO DOES NOT WISH TO LIVE IN SINGAPORE
Incorporate a private limited company.
Appoint a nominee director, and provide
two foreign directors.
Make a foreigner or foreign company the
shareholder.
Apply for a Business Visa from ICA (for
countries requiring an entry visa)
Pay a company rate of tax.
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TERMS OF USE
Restrictions on Use of Contents
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reason(s); and/or if information submitted by user is
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2. You may view, download and print the Contents if:
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3. Modification of any of the Contents or use of the
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4. Any request to otherwise reproduce the Contents from
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addressed to: info@futurebooks.com.sg.
Disclaimer of Warranties and Liability
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