SKILLRIDGE PARTNER

In partnership with you

INCORPORATION OF NEW LOCAL COMPANY

Registering your company with us has never been simple, hassle free and affordable

The demand for entrepreneurs to set up and register a company legally in Singapore continues to increase. We at Skillridge Partner understand why Singapore is attracting considerable corporate interest for business registration as you will benefit from the business friendly environment, low corporate tax, extremely supportive government policies and access to diverse talent pool with the right expertise and, access to the fast growing  ASEAN market in the region. Hence, we would like to share our expertise with you regarding Singapore’s company formation and help you to settle down in Singapore if you are a Foreign Company. As a leading Corporate Service Provider, we are in a unique position to offer you a holistic service for a one-stop solution.
WHAT DO YOU NEED TO KNOW?
Analysis of different business types in Singapore
1. Private Limited Company 

This is the most popular type of business structure in Singapore. The private limited (Pte Ltd) company typically comprised of nearly 70% of all business structure in Singapore and these are the main characteristic of an LLC:

  • Maximum shareholders – for Private Limited: 50 persons; Maximum shareholders for Exempt Private Limited: 20 persons; 

  • For exempt private companies, no corporate shareholders are allowed.

  • Members of the company not personally liable for debts and losses of the company.

  • Profits are taxed at one of the lowest corporate tax rates in the world.

  • Capital appreciation gains such as dividends and fixed assets gain are tax-free in the hands of shareholders

  • Newly incorporated companies enjoys “tax exemption for new start-ups” for first three years, and thereafter, continues to enjoy “partial tax exemption” indefinitely..

  • Ownership of a company can be transfer via selling or transferring of shares. Additional shareholders can rope in simply by allocation of shares and injection of capital.

  • Shareholders’ personal assets are protected since they are not personally liable for debts and losses of the company.

  • Conveys a more credible impression to the public and financial institution and therefore, increase the success rate of loans from banks and other financial institutions.

  • More variety of options when it comes to work pass application.

  • In the event of closing down the company, have to follow more procedures, incur more cost and may take a longer time as compare to sole proprietor and partnership.

The private limited company is most suitable for business owner who is looking:

  1. to own property to run the business

  2. a separate legal entity so that the liability of the company are separated from the owner’s own asset.

  3. may require loans for expansion.

  4. is looking for growth and to run the business for long term.

  5. to include or exclude additional shareholders quickly.

2. Sole Proprietorship

This is the riskiest type of business structure in Singapore with the owner having unlimited liability. The Sole Proprietorship typically comprised around 25% of all business structure in Singapore. The characteristics are as follows:

  • The sole owner is the business and the business is the sole owner. Therefore, it does not have a separate legal entity

  • The owner has unlimited liability and can be sue in his / her own name.

  • It cannot own property the way like a Private Limited Company does.

  • The business end with the demise of the owner.

  • Profits are tax at personal tax rate and does not enjoy Corporate tax exemption or incentive.

Most suitable for the business owner who is:

  1. an individual.

  2. want absolute total control in running the business.

  3. prefer lower compliance costs.

  4. prefer to have fewer compliance requirements.

  5. want a quick and easy exit of the business.

3. Partnership

A partnership is a business structure that allows two or more individuals with common objectives to establish and co-own a business together. A partnership firm, like the sole proprietorship, is not a separate legal entity from its partners. The partnership can end with the death, insolvency, incapacity, or the retirement of a partner. The partner can be an individual, a company or a limited liability partnership. The maximum number of partners in a general partnership is 20.

These are the main characteristics of a general partnership:

  • It is not a separate legal entity from the business owners.

  • The partners are personally liable for all the debts and losses of the partnership.

  • It can sue or be sued in the partners’ names.

  • No need to be audited or publish accounts. No need for a Partnership Agreement. Only need to file income tax return.

  • Foreigner can register a partnership in Singapore provided a local manager is being appointed.

4. Limited Liability Partnership

The Limited Liability Partnership (LLP) was introduced in 2005 which had a good mix between a private limited company and a partnership. For an LLP to exist, there must at least be two partners. An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company. This means that the LLP is seen as a body corporate and has a legal personality separate from its partners. The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.. The partner in an LLP can be an individual, a local company, a foreign company or another LLP admitted under the LLP agreement.

These are the characteristic of an LLP:

  • The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights or liabilities.

  • capable of suing and being sued in its name.

  • It can acquiring and hold property in its name.

  • Doing such other acts and things in its name, as bodies corporate may lawfully do and suffer.

  • Individual partner are taxed at personal level instead of corporate tax rate and may be paying a personal income tax rate that is higher than the corporate tax rate.

The LLP is most suitable for person who wish to set up professional firms such as accountancy, law, design and architecture.

Procedures to register Business or Company in Singapore
1. Decide on the type of business structure
Decide which type of business structure best suit your business operation. 
2. Preparation of Documents and Incorporation Information

Please get ready and provide the following information for a smooth registration:

  1. Proposed three company names [(avoid undesirable (obscene or religious names) or identical names to another Company or business)] (*The name “Temasek” is strictly not allowed).

  2. Specify the primary and secondary activities of your business (maximum of two activities)

  3. For shareholders : (i) Name (must be same as national ID or Passport) (ii) NRIC/ Passport (iii) Contact number (iv) Email address (v) Home address (provide proof of telecom or utilities bill or bank statement not more than 3 months) (vi) Number of shares and percentages of shareholding, if more than 1 shareholder.

  4. Foreign companies must submit certificate of incorporation or letter of incumbency, Company constitution, proof of registered address, board resolution for the subject matter, group structure and the the ultimate beneficial owner information.

  5. For directors: (i) Name (must be same as national ID or Passport) (ii) NRIC/ Passport (iii) Contact number (iv) Email address (v) Home address. 

  6. Proof of Singapore registered office address (registered office address or physical office address). 

  7. Share capital details : (i) How many shares (ii) value per share (iii) types of shares (iv) how much paid up capital?

  8. Address of principal place of business (i.e. place where the business operation is being/to be carried out)

  9. Which country suppliers and customer do you intend to do business with?

  10. The origin and the source of funds used / to be used in the business? (e.g. Employment / Business / Investment / inheritance / lottery / loan)

3. Process flow of Incorporation

There are two mode of incorporation methods via online (email) or physical meeting. For the purpose of personal safety at this moment, only online (email) registration is available.

(A) Procedures and time line for Incorporation via online meeting or email

1) Upon receiving all the complete set of information require, we will proceed to check the availability of your prefer business name.
2) If your proposed name is available, you will receive via email our official invoice for payment. When confirmed receipt of payment, we’ll immediately proceed to reserved the company name.
3) Kindly check your email as we will be sending to you required documents for signatures and scan the original signed documents back to us (preferably in color format).
4) We will perform verification on all signed documents received within 1 working day.
5) Upon completion of the verification, we will proceed to officially incorporate the company 1 working day.
6) After receiving notification from ACRA on the successful incorporation, check your email as we will be sending you all the completed documents such as the company’s constitution, Acra bizfile and e-share cert).

(B) Procedures for physical meeting to perform company incorporation (not available now)

1) Meet up to submit your information to us and perform face to face verification. 
2) Make payment.
3) Your company will be setup within 1 day.

Incorporation Packages for different business needs
1. Incorporation of Local Company Package - Local Entrepreneur

One time standard incorporation fee of which includes:

  • Government Incorporation Fees ($15 name application fee and $300 incorporation fee)

  • Check and search for company name availability and reservation of your preferred Company name

  • Company Constitution, The memorandum & articles of association (M&A)

  • Prepare incorporation documents such as M&A, Form 45, Form 45B etc.

  • Company bizfile upon successful registration

  • Initial allotment of shares

  • Assistant in opening of your Company banking account (free if you appoint us as your statutory secretary)

  • Certificate of Incorporation

  • First AGM board meeting document

  • Prepare Company Common Seal & Share certificate(s)

  • Email Reminders for Government Filing Deadlines

  • Advisory for Accounting & Tax compliance

Kindly provide the required documents for a smooth registration:

 

For Directors/Shareholders:

  1. Copy of NRIC / FIN / Passport personal page of Directors / Shareholders

  2. Completed / signed KYC Form

  3. Company Registered Address

  4. Proof of Address (e.g. bank statement, utility bill not older than 3 months)

  5. Company secretary

2. Incorporation of Singapore Offshore Company Package - Foreign Entrepreneur

One time standard incorporation fee of which includes:

  • Nominee Director Services

  • Government Incorporation Fees ($15 name application fee and $300 incorporation fee)

  • Fee for registration with ACRA

  • Check and search for company name availability and reservation of your preferred Company name

  • Company Constitution, The memorandum & articles of association (M&A)

  • Prepare incorporation documents such as M&A, Form 45, Form 45B etc.

  • Company bizfile upon successful registration

  • Initial allotment of shares

  • Assistant in opening of your Company banking account (free if you appoint us as your statutory secretary)

  • Certificate of Incorporation

  • First AGM board meeting document

  • Prepare Company Common Seal & Share certificate(s)

  • Email Reminders for Government Filing Deadlines

  • Advisory for Accounting & Tax compliance

(For entrepreneur who doesn’t need to relocate to Singapore and doesn’t need to apply for employment pass)

Kindly provide the required documents for a smooth registration:

 

For Directors/Shareholders:

  1. Copy of NRIC/FIN/Passport personal page of Directors/Shareholders

  2. Completed / signed KYC Form

  3. Company registered address

  4. *Proof of Address (e.g. bank statement, utility bill not older than 3 months

*Additional information is required for foreigners such as original passport copy and proof of overseas residential address.

3. Incorporation of Singapore Company Package - Foreign Entrepreneur

One time standard incorporation fee of which includes:

  • Nominee Director Services

  • Singapore employment pass

  • Government Incorporation Fees ($15 name application fee and $300 incorporation fee)

  • Check and search for company name availability and reservation of your preferred Company name

  • Company Constitution, The memorandum & articles of association (M&A)

  • Prepare incorporation documents such as M&A, Form 45, Form 45B etc.

  • Company bizfile upon successful registration

  • Assistant in opening of your Company banking account (free if you appoint us as  your statutory secretary)

  • Initial allotment of shares

  • Certificate of Incorporation

  • First AGM board meeting document

  • Prepare Company Common Seal & Share certificate(s)

  • Email Reminders for Government Filing Deadlines

  • Advisory for Accounting & Tax compliance

(For entrepreneur who wants to physically relocate to Singapore to run the business operation in Singapore, you’ll need to apply for employment pass)

Kindly provide the required documents for a smooth registration:

 

For Directors/Shareholders:

  1. Copy of NRIC/FIN/Passport personal page of Directors/Shareholders

  2. Completed / signed KYC Form

  3. Company registered address

  4. *Proof of Address (e.g. bank statement, utility bill not older than 3 months

*Additional information is required for foreigners such as original passport copy and proof of overseas residential address.

If you are a foreign company, along with the documents required to incorporate a new company in Singapore, you must provide us the following documents to be submitted to ACRA:

  • Particulars of Shareholders

  • A latest original copy of the Certificate of Incorporation (COI) 

  • Memorandum & Articles of Association

4. Add On Services

Additional services 

  • Assist in corporate bank- account opening

  • Provision of nominee director for one year 

  • Use of local registered address + self collection of mails for per year 

  • Forwarding of mails locally (Reimbursement of actual postage) 

  • Application to be a GST registered Company

  • First time setting up of CPF and giro submission application 

ARE YOU READY TO REGISTER?
SKILLRIDGE PARTNER PRIVATE LIMITED
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Location
10 Jalan Besar #07-06
Sim Lim Tower
Singapore 208787

©2018 by Skillridge Partner Private Limited.