Company Formation Survey 2008


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		1. Company law	Companies Act, Cap 50.
		2. Types of company: (a) type of company preferred for international transactions:
		(a) type of company preferred for international transactions:	Companies limited by shares.
		(b) shareless companies:	Companies limited by guarantee permitted subject to special conditions.
		3. Capital requirements:	The concept of authorised share capital and par value is abolished effective from 30 January 2006. Minimum issued and paid-up share capital is 1.00 (no restriction on type of currency).
		4. Costs to incorporate, excluding government fees:	By professional firms from around SGD1.500 upwards.
		5. Fees paid to authorities to incorporate:	SGD300.
		6. Annual fees paid to authorities:	No annual registration fee, but Annual Return filing fees of SGD20.
		7. Taxation rates applied to companies generally:	Corporate income tax rates have been revised downwards to 18% with effect from 2008.
		(a) the taxation of companies in 2 (a)
		8. Method of incorporation:	Online registration via http://www.bizfile.gov.sg.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	A Singapore company may be incorporated by a professional firm or by the proposed director of the company himself provided that the proposed director/secretary/shareholder/officer are also Singapore residents.
		(a) are ready made companies available?	Yes.
		10. Length of time to incorporate:	One day.
		11. Minimum members:	There must be a minimum of one registered shareholder (whether individual or corporate).
		12. Registered office:	Must have a registered office in Singapore.
		(a)Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	Yes.
		13. Directors and secretary:	A Singapore incorporated company must have a minimum of one director, who is resident in Singapore. Corporations are not permitted to be directors. Every Singapore company must have a secretary who is a natural person and who is resident in Singapore. From 15 May 2003, private companies need not appoint professionally qualified secretaries. Company directors must take reasonable steps to appoint secretaries who have the requisite knowledge and experience to discharge their functions as secretaries.
		(a) Must a director/ secretary be resident?	See above.
		(b) Are Corporate Directors allowed?	No.
		14. Appointee directors/ secretary possible?	Yes.
		15. Amount of fees payable to appointee directors/ secretary:	By negotiation.
		16. Meetings:	Each company must hold an Annual General Meeting (AGM) once in every calendar year and not more than 15 months after the holding of the last preceding AGM. The first AGM must be held not later than 18 months from the date of incorporation. The directors must lay before the AGM the statutory financial statements made up to a date not more than 6 months before the meeting. An application can be made to the Accounting and Corporate Regulatory Authority (ACRA) for an extension of time to hold an AGM. Private companies may dispense with the holding of an AGM if a resolution is passed to that effect by all the shareholders of the company at a general meeting. Once the resolution is passed, it shall have effect for the year in which the resolution was passed and for all subsequent years until a different resolution is passed.
		17. Annual return:	Singapore companies are required to file an Annual Return together with their statutory financial statements (if applicable) within one month from the AGM date with ACRA via bizfile. The Companies Act allows the following companies to be exempted from audit requirements: i) dormant (with NO accounting transactions), and ii) exempt private company (with a revenue that does not exceed SGD5 million for financial year commencing from 1 June 2007. These companies, however, are required to draw up unaudited financial statements which are in compliance with the Companies Act, Cap. 50 and Singapore Financial Reporting Standards to be accompanied by the Directors' Report and the Statement by Directors, to be filed with ACRA. Other exceptions apply to dormant companies and private exempt companies.
		(a) Must financial statements of a company be audited?	Depends. See Item 17 above.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	Depends. See Item 17 above.
		19. Are there any exchange control or other financial restraints imposed upon a company?	There is no exchange control for a private company limited by shares. With effect from 30 January 2006, a Singapore company can purchase its own shares, provide financial assistance for such purchase, redeem its redeemable preference shares out of its capital and reduce its issued capital with a court sanction subject to complying with various requirements. Shares repurchased by the company may be held as treasury shares for permitted uses.
		20. Companies formed in the last year:	In 2006 – 21,490; January – June 2007: 12,780
		21. Number of companies on the company register altogether:	Unable to verify.
		22. How, if any, is migration into and out of the jurisdiction achieved?	Not provided for.
		23. Is migration out of your country provided for?	No.
		24. Any amendments to company law over the last 12 months:	None.
		25. Anticipated amendments to company law over the next 12 months:	There are no proposed changes to the companies Act for 2007.
S I T E M A P BACK TO TOP			Compiled by David Chong & Co, Portcullis TrustNet (Singapore) Pte Ltd
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