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Doing Business in Singapore
 
 
 

General

Most types of Singaporean company are formed under the Companies Act (Cap 50 of the 1994 Revised Edition of the Singapore Statutes).

Businesses in Singapore may be one of three types:

  • sole proprietorships;
  • partnerships;
  • corporations.

Foreign business entities can use the following forms:

  • limited liability company;
  • branch, subsidiary or representative office;
  • partnership (whether general, limited or limited liability);
  • holding company;
  • bank;
  • investment fund;
  • offshore insurance company;
  • shipping company.

Forms of Business Organisation

Private Company Limited by Shares

Also known as a Pte Ltd company, the Private Company Limited by Shares is the most common business structure used in Singapore. The company is a separate legal entity in its own right, and so shareholders are not liable for its debts. The maximum number of shareholders allowed is 50. Although 100% foreign ownership is allowed, at least one director must be a Singapore citizen, resident or employment pass holder. Newly set-up companies can benefit from a reduced corporate income tax rate of 0% to 8.5% on chargeable income of up to S$300,000 in their first three years.

A Pte Ltd company must register with the Accounting and Corporate Regulatory Authority (ACRA). The registration fee is S$300, plus S$15 for company name approval. Accounts must be audited annually and filed with ACRA. An annual tax return must be filed with both ACRA and the Inland Revenue Service of Singapore (IRAS) within one month of the company’s annual general meeting.

Exempt Private Company

An Exempt Private Company (EPC) has a maximum of 20 shareholders, none of which may be a corporation (either directly or indirectly). An EPC with annual turnover of up to S$5 million is not required to audit its accounts; audit requirements apply to those with annual turnover above S$5 million. Accounts do not need to be filed with ACRA, although an Exempt Company Certificate declaring the EPC’s solvency status must be submitted. An annual tax return must be filed with both ACRA and the IRAS within one month of the company’s annual general meeting.

Public Company Limited by Shares

A Public Company Limited by Shares is a locally incorporated company. There is no limit on the maximum number of shareholders, and it must have the word “Limited” as part of its name. Such companies are often listed on a stock exchange and raise capital by issuing shares and debentures. The company must register a prospectus with the Monetary Authority of Singapore before making public offers of shares and debentures.
The company must register with ACRA. The registration fee is S$300, plus S$15 for company name approval. Accounts must be audited annually and filed with ACRA. An annual tax return must also be filed with both ACRA and the IRAS within one month of the company’s annual general meeting.

Company Limited by Guarantee

A Company Limited by Guarantee carries out non-profit-making activities for the public or national interest. It has no share capital, and therefore usually consists of members rather than shareholders.

The company must register with ACRA. The registration fee is S$600, plus S$15 for company name approval. Accounts must be audited annually and filed with ACRA. An annual tax return must also be filed with both ACRA and the IRAS within one month of the company’s annual general meeting.


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