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Business Formation & Consultancy

What are the minimum requirements for registering a company in Singapore?
  • You need to appoint at least one local resident director for the company registration process and 1 shareholder.
  • You need to appoint a company secretary within 6 month from date of incorporation.
  • You need to have minimun of S$1 issue capital.
What information is required for registering a company in Singapore?
  • Proposed name : [Please give 3 options to check]
  • For Directors and Shareholders: Identity Card, Passport, Recent 3 months Proof of Address, Mobile number and Email.
  • For Corporate Shareholder: Business license, register of directors/shareholders, articles of association (M&AA), ultimate beneficial owner (UBO) Identity Card, Passport, Recent 3 months Proof of Address, Mobile number and Email.
  • Shareholding structure
  • Principal activities
  • Paid up capital : S$ _________ with __________ Ordinary Shares
  • Registered address
Can foreigners register a company in Singapore?

Yes.

Can foreigners register a company in Singapore?

Yes.

What is the difference between registered office address and business address?
A registered office address is the official address of a company registered with the Accounting and Corporate Regulatory Authority (ACRA) in Singapore, it is a legal requirement in Singapore and must be a physical address where official government correspondence and legal documents can be delivered.
 
The business address is used for operational purposes and does not need to be the same as the registered office address. The company may choose to have a separate registered office and business address for various reasons, such as maintaining the confidentiality or separating official and operational activities.
What is the duration of the process to setup a company in Singapore?

The process of opening a company in Singapore typically takes a few days to a few weeks, depending on various factors such as the type of company, completeness of required documentation, and the efficiency of the relevant authorities.

 

For a straightforward company registration, the process can be completed within three days. However, if additional permits or approvals are required for specific business activities, it may take a few weeks to obtain them before finalizing the company registration.

 

It is essential to note that engaging the services of a professional firm or company incorporation service provider can streamline the process and ensure all necessary steps are efficiently completed, potentially reducing the overall time required for company registration.

What steps should I take after successfully registering a company in Singapore?

After successful Singapore company registration, here are the key steps to follow:

  1. Obtain necessary licenses and permits.
  2. Set up a corporate bank account.
  3. Appoint key personnel (directors, shareholders, company secretary).
  4. Comply with tax requirements (GST Registration – if projected annual revenue exceeds S$1 mil, Corporate tax etc).
  5. Establish proper bookkeeping and accounting.
  6. Arrange for business insurance.
  7. Understand employment regulations.
  8. Start business operations.
Why should I consider setting up a company in Singapore?
  • Strategic location for Asia-Pacific market access.
  • Business-friendly environment with strong legal protection.
  • Stable political climate.
  • Modern infrastructure.
  • Attractive tax system and incentives.
  • Allows 100% foreign shareholding in local companies.
  • Skilled workforce.
  • Government support for startups.
  • Strong rule of law and IP protection.
  • Enhanced international reputation.
  • Access to various funding options.
What is the difference between a Company Name and a Trade Mark?

Company Name: A company name is the official name under which a business entity is registered with the Accounting and Corporate Regulatory Authority (ACRA) in Singapore. It is used for legal and administrative purposes and identifies the company in official records.

 

Trade Mark: A trade mark, on the other hand, is a distinctive sign or symbol used to identify goods or services provided by a specific company. It serves to distinguish the company’s products or services from those of its competitors in the market.

 

In summary, a company name is the official name of a business entity registered with the government, while a trade mark is a unique identifier used to distinguish products or services offered by that company from others in the market. It is important to note that registering your company name does not automatically grant you exclusive rights or intellectual property protection for the name. For such exclusivity and rights, a separate application must be submitted to the Intellectual Property Office of Singapore (IPOS). This also applies to Domain Names.

Corporate Secretarial Services

What is Register of Registrable Controllers (RORC)?

All companies incorporated in Singapore, unless exempted, must set up and maintain a register of registrable controllers (RORC) within 30 days from the date of incorporation. A controller, or more commonly known as the beneficial owner, refers to an individual or a legal entity that has significant interest in or significant control over a company. This requirement is to provide transparency over the corporate ownership and control structure within the company.

You may keep your company’s RORC at your registered office address or at the office of your authorised corporate service provider.

Is it mandatory to appoint a corporate secretary for a Singapore company?

Yes, according to the Singapore Companies Act, every company is required to appoint a qualified corporate secretary within six months of its incorporation. The corporate secretary must be a natural person who is a resident of Singapore and has the necessary knowledge and experience to fulfill the role.

Can a director also act as the corporate secretary of a company?

The sole director of a company and the company secretary cannot be the same person. However, if the company has more than one director, one of the directors can be appointed as the secretary.

What are the key responsibilities of a corporate secretary in Singapore?

The responsibilities of a corporate secretary include:

  • Ensuring compliance with legal and regulatory requirements.
  • Maintaining and updating company registers, records, and documents.
  • Organizing and documenting board meetings and annual general meetings.
  • Advising directors on their duties and responsibilities.
  • Monitoring changes in corporate laws and regulations and informing the board of relevant developments.

Accounting

What is accounting?

Accounting is the process of recording, summarizing, analyzing, and reporting financial transactions and information of an individual, business, or organization.

What is the main objective of accounting?

The main objective of accounting is to accurately and systematically record and report a company’s financial transactions to provide a clear understanding of its financial performance and position, and to comply with legal and regulatory requirements.

What is the purpose of financial statements?

The purpose of financial statements is to provide a clear picture of a company’s financial health, showing how much money it makes, spends, and owes. These statements help investors, creditors, and others to make informed decisions about the company’s financial status and performance.

 

Examples of Financial Statements:

  1. Income Statement (Profit and Loss Statement)
  2. Balance Sheet (Statement of Financial Position)
  3. Cash Flow Statement
  4. Statement of Changes in Equity
What are assets, liabilities, and equity?

Assets: Things of value that a company owns, like cash, inventory, and equipment.

Liabilities: Debts and obligations a company owes to others, such as loans and unpaid bills.

Equity: Represents the ownership interest in the company and is calculated as assets minus liabilities. It shows how much the company belongs to its owners.

What is the difference between audit report and compilation report?

Audit Report:

  • Conducted by an independent auditor.
  • Checks and confirms if financial statements are accurate and follow accounting rules.
  • Provides credibility to stakeholders.

 

Compilation Report:

  • Prepared by an accountant.
  • Compiles financial information from records provided by the company.
  • No verification or assurance on accuracy.

 

In summary, an audit report ensures accuracy and provides assurance, while a compilation report is a presentation of financial information without verification or assurance.

What is the difference between cash basis accounting and accrual basis accounting?

Cash Basis Accounting:

  • Records transactions when money is received or spent.
  • Simple and suitable for small businesses with straightforward cash flow.

 

Accrual Basis Accounting:

  • Records transactions when they occur, regardless of cash flow.
  • Provides a more accurate and comprehensive view of a company’s financial situation.

Taxation

What is the definition of a company?

For income tax purposes in Singapore, a company is defined as:

  1. A business entity incorporated or registered under the Companies Act 1967 or any law enforced in Singapore. It typically includes “Pte Ltd” or “Ltd” in its name.

  2. A foreign company registered in Singapore, such as a branch of a foreign company.

  3. A foreign company incorporated or registered outside of Singapore.

 

However, sole-proprietorships or partnership businesses are not classified as companies for income tax purposes.

What is Basis Period and Year of Assessment (YA)?

Basis Period: timeframe during which a company or individual calculates their income for tax purposes. It typically starts from the day a business is set up or the start of the financial year, and it ends on the day before the anniversary of that date. It is generally a 12-month period preceding the YA.

 

Year of Assessment (YA): specific tax year in which you report your income and pay taxes on the income earned during your basis period. In Singapore, the Year of Assessment for individuals usually follows the calendar year (January 1st to December 31st). For companies, the Year of Assessment may differ and is determined by the company’s financial year-end.

 

In summary, the basis period is the period for which income is calculated e.g. Year 2020, and the Year of Assessment is the year in which you declare and pay taxes on that income, e.g. Year 2021.

What is the Corporate Income Tax Rate in Singapore?

The corporate income tax rate is typically 17% of a company’s chargeable income. This applies to both local and foreign companies. Chargeable income refers to your company’s taxable income (after deducting tax-allowable expenses) for a Year of Assessment (YA).

 

However, it’s important to note that Singapore has a system of partial tax exemptions and various tax incentives for certain types of companies, which can result in a lower effective tax rate. Small and medium-sized enterprises (SMEs) may enjoy even more favorable tax rates and incentives.

 

Schedule a meeting with our tax consultants for the most up-to-date information on corporate tax rates and incentives based on your specific circumstances.

What is ECI (Estimate Chargeable Income)?

It is a declaration of a company’s estimated taxable income to the Inland Revenue Authority of Singapore (IRAS). Companies are required to file their ECI within three months from the end of their financial year, unless they meet certain criteria that exempt them from doing so.

 

The ECI serves several purposes:

  1. Tax Assessment: It helps the IRAS assess and calculate the company’s tax liability for the Year of Assessment (YA).

  2. Payment Schedule: It determines the schedule for payment of corporate income taxes, allowing companies to manage their tax obligations effectively.

  3. Compliance: Filing an ECI is a legal requirement, and companies failing to do so may incur penalties.

 

It’s important to note that the ECI is an estimate of the company’s taxable income and not the final tax amount. The final tax liability is determined based on the company’s actual financial statements and other tax adjustments during the tax assessment process.

 

Our tax consultants can help your company estimate its taxable income for a specific Year of Assessment.

What are Form C-S, Form C-S (Lite), and Form C, and when should a company use each of them for tax filing in Singapore?

In Singapore, these are different tax filing forms used by companies for reporting their income to the Inland Revenue Authority of Singapore (IRAS):

  1. Form C-S (Simplified): This is a simplified tax filing form designed for small companies. Companies eligible for Form C-S must meet specific criteria, including having an annual revenue of up to SGD 5 million and not claiming certain tax incentives. Form C-S is shorter and requires fewer details compared to Form C.

  2. Form C-S (Lite): This is an even simpler version of Form C-S, primarily designed for very small companies with straightforward tax situations. It’s meant for companies with annual revenue of up to SGD 200,000. Form C-S (Lite) requires minimal financial information and is the easiest option for small, uncomplicated businesses.

  3. Form C: This is the standard tax filing form for companies in Singapore. Companies that don’t meet the eligibility criteria for Form C-S or Form C-S (Lite) must use Form C. It requires a more comprehensive disclosure of financial information and is suitable for larger or more complex businesses.

 

Companies need to choose the appropriate form based on their eligibility and the complexity of their financial situation. It’s important to note that these forms are used to report income and calculate the corporate income tax liability in Singapore.

When is the due date for Corporate Tax e-filing?

In Singapore, the due date for corporate tax e-filing is typically November 30th of the Year of Assessment (YA) for most companies.  However, do keep in mind that each company is required to file an ECI within 3 months of  the end of its financial year.

 

Please note that tax filing deadlines can vary based on the specific YA and any extensions granted by the Inland Revenue Authority of Singapore (IRAS). Do speak with our tax consultant to confirm the exact due date for a particular tax year.

Are dividends taxable in Singapore?

There is no dividend tax for Singaporean companies. After paying corporate income tax on the company’s profits, the remaining profits can be distributed to shareholders without incurring additional taxation.

Are capital gains taxable in Singapore?

Capital gains in Singapore are tax exempt.

What is Singapore Corporate Tax Exemption Scheme?

Singapore Corporate Tax Exemption Scheme is a tax incentive program designed to reduce the corporate tax burden on eligible companies and it consists of two main components:

 

  • Full Exemption for New Start-Up Companies: Under this component, qualifying companies can enjoy a 75% exemption from corporate income tax on the first SGD 100,000 of normal chargeable income for each of their first three consecutive Years of Assessment (YA). Subsequently, a 50% exemption is granted on the next SGD 100,000 of chargeable income.
  • Partial Exemption for All Other Companies: For companies that do not qualify as new start-ups, there is a partial tax exemption. They can receive a 75% exemption on the first SGD 10,000 of normal chargeable income and a 50% exemption on the next SGD 190,000 of chargeable income for each YA.

 

Please note that tax laws and incentives can change over time. Speak with our tax consultants for the most up-to-date information and eligibility criteria.

What is the individual income tax rate for a resident?

Income tax rates depend on an individual’s tax residency status. You will be treated as a tax resident for a particular Year of Assessment (YA) if you are a:

 

1. Singapore Citizen or Singapore Permanent Resident who resides in Singapore except for temporary absences; or

 

2. Foreigner who has stayed/worked in Singapore:

a. For at least 183 days in the previous calendar year; or

b. Continuously for 3 consecutive years, even if the period of stay in Singapore may be less than 183 days in the first year and/or third year; or

 

3. Foreigner who has worked in Singapore for a continuous period straddling 2 calendar years and the total period of stay is at least 183 days*. This applies to employees who entered Singapore but excludes directors of a company, public entertainers, or professionals. 

*including your physical presence immediately before and after your employment

 

If you do not meet the conditions stated above, you will be treated as a non-resident of Singapore for tax purposes.

 

Please refer to resident tax rates here.

What is the individual income tax rate for non-resident?

The tax rate for non-resident individuals is per below.

  • Taxes on employment income – flat rate of 15% or the progressive resident tax rate (see table for resident tax rate), whichever is the higher tax amount.
  • Taxes on director’s fee, consultation fees and all other income – currently at 22% and will be raised to 24% (w.e.f YA 2024 onwards). It applies to all income including rental income from properties, pension and director’s fees, except employment income and certain income taxable at reduced withholding rates.)
What is CorpPass?

Corppass, or Corporate Pass, is a digital identity authentication and authorization system used in Singapore. It is designed to provide businesses and organizations with a secure way to access various government e-services and perform administrative transactions online.

 

Your company must first authorize its staff or a third party (e.g. tax agent) in Corppass before they can access the digital services at mytax.iras.gov.sg on behalf of your company.

 

To setup Corppass, follow the step-by-step guides at corppass.gov.sg

Can I split my business into multiple entities (each with taxable turnover not exceeding S$1million) to avoid registering for GST?

In Singapore, businesses with a taxable turnover exceeding SGD 1 million are required to register for Goods and Services Tax (GST). However, splitting your business into multiple entities with each having a taxable turnover not exceeding SGD 1 million with the intention to avoid GST registration can be seen as an attempt to circumvent tax obligations and may not be allowed.

 

The Inland Revenue Authority of Singapore (IRAS) may disregard such an arrangement and register your entire businesses for GST with effect from the date you are liable for GST registration. You will then need to account for GST on all past transactions made form that date of registration, even though you may not have collected GST from your customers.

 

IRAS has guidelines and anti-avoidance measures in place to prevent such arrangements. Attempting to evade GST obligations can result in penalties and legal consequences. Speak to our tax consultants to understand your tax responsibilities and obligations.

Do I need to register for GST?

To find out, watch this video.

Businesses that plans to register for GST voluntarily must attend this 4-hour course on OVERVIEW OF GST and complete its quiz prior to registering.

Can I claim Pre-registration input tax?

Yes, in Singapore, you can claim for pre-registration input tax. Pre-registration input tax refers to the Goods and Services Tax (GST) you’ve paid on business expenses before your company was GST-registered.

You must complete the Pre-registration GST: Checklist for Self-review of Eligibility of claim. You do not need to submit the completed checklist to us but you must maintain it as part of your records.

Data Protection

What is data protection and why is it important?

Data protection refers to the practices, measures, and regulations put in place to safeguard personal or sensitive information from unauthorized access, use, disclosure, alteration, or destruction.

 

Data protection is essential to ensure individuals’ privacy and prevent misuse of their personal information. It helps maintain confidentiality, integrity, and availability of data, building trust between organizations and individuals.

How can organizations ensure data protection?

Organizations can ensure data protection by implementing various measures, such as encryption, access controls, regular data backups, secure data storage, staff training on data protection practices, and compliance with applicable data protection laws and regulations.

What is a data breach?

A data breach occurs when unauthorized individuals gain access to sensitive or confidential information. It can result from cyberattacks, human error, or system vulnerabilities, potentially leading to data loss, theft, or unauthorized disclosure.

What are the key principles of data protection?

The key principles of data protection include obtaining consent for data processing, limiting data collection to what is necessary, ensuring data accuracy, protecting data from unauthorized access or disclosure, and facilitating individuals’ rights to access, correct, and delete their personal data.

 

You may learn more about the 11 key obligations of PDPA here.

What is a privacy policy?

A privacy policy is a document that outlines an organization’s practices and procedures regarding the collection, use, storage, and disclosure of personal data. It informs individuals about their rights and provides transparency regarding data handling practices.

What is PDPC?

PDPC stands for the Personal Data Protection Commission. It is the regulatory body in Singapore responsible for implementing and enforcing the PDPA (Personal Data Protection Act). It promotes compliance with data protection laws and ensures organizations handle personal data responsibly. The PDPC plays a crucial role in creating a trusted and secure data protection environment, safeguarding individuals’ rights.

What is PDPA?

Personal Data Protection Act (PDPA) is a data protection legislation that regulates how organizations collect, use, and disclose personal data. Its purpose is to protect individuals’ personal data by requiring organizations to obtain consent, limit data usage to specified purposes, provide notification, allow data access and correction, establish data protection policies, and handle data breaches appropriately. The specific requirements may vary by country, so it’s important to refer to the relevant PDPA for detailed information.

What does a Data Protection Officer (DPO) do?

The role of a Data Protection Officer (DPO) is to ensure compliance with data protection laws and regulations within an organization. They act as a point of contact for individuals and supervisory authorities, providing guidance on data protection matters. DPOs oversee data protection policies and procedures, conduct data protection impact assessments, and monitor data processing activities. They also educate staff on data protection best practices, handle data breach incidents, and cooperate with regulatory authorities.

 

An organisation may appoint one or more individuals as DPO. DPOs may delegate their responsibility to another individual.

 

Do note that designating a DPO does not relieve an organisation of any of its obligations under the PDPA. Organisations should make the DPO’s BCI (Business Contact Information) available.

How does PDPA define personal data?

Personal data is any information that relates to an individual who can be identified from that data.

Examples of personal data may include:
> Full name
> NRIC or passport number
> Mobile telephone number
> Personal email address
> Credit card number

Who does PDPA apply to?
  • Any individual acting on a personal or domestic basis.
  • Any individual acting in his/her capacity as an employee with an organisation.
  • Any public agency in relation to the collection, use or disclosure of personal data.
 

The PDPA applies to all private sector organisations engaged in data activities in Singapore including Data Intermediaries.

What is a data intermediary?

A data intermediary is an organisation that processes personal data on behalf of another organisation but does not include an employee of that organisation.

What is the scope of application of PDPA?

PDPA covers electronic and non-electronic data; focuses on protection of personal data, regardless of whether data is true or false and is contained in a record that has been in existence for less than 100years.

 

For personal data of deceased individuals, only disclosure and safeguarding rules apply and the protection is for up to 10years after death.

What is Do Not Call (DNC) Provisions?

DNC provisions prohibit organisations from sending specified messages to Singapore telephone numbers registered with the DNC registry.

 

Before sending a specified message, check with the DNC registry to confirm that the number is not listed, except when the organisation has obtained “clear and unambiguous consent” from the individual.

What is a Specified Message?

Marketing messages that offer to supply, advertise or promote products or services

Human Resource

What is the difference between ICA and MOM in Singapore?

Both ICA and MOM are Singpaore government agencies. ICA deals primarily with immigration and border control, while MOM deals with labor and employment-related matters, including the regulation of foreign workers in Singapore. 

 

ICA (Immigration and Checkpoints Authority):

  • ICA is primarily responsible for managing immigration, checkpoints, and border security in Singapore.
  • It oversees the entry and exit of people into and out of the country, including immigration clearance at airports, seaports, and land checkpoints.
  • ICA issues passports, visas, and permits for various categories of travelers, including tourists, foreign workers, and permanent residents.
  • It plays a crucial role in maintaining national security by monitoring and controlling the movement of people across Singapore’s borders.

 

MOM (Ministry of Manpower):

  • MOM focuses on labor-related matters and workforce management within Singapore.
  • It is responsible for regulating employment practices, ensuring fair labor standards, and safeguarding the rights of both employees and employers.
  • MOM issues work passes and permits for foreign workers, including Employment Passes, S Passes, and Work Permits.
  • The ministry also manages policies related to workplace safety, employment standards, and skills development to ensure a productive and harmonious labor environment.
What type of work passes are available in Singapore?

Below are the different type of work passes available in Singapore.

  1. Employment Pass (EP): This pass is for professionals, managers, executives, and specialists. Quals can assist in the application process, which involves meeting specific criteria related to qualifications, job offer, and salary.

  2. S Pass: The S Pass is for mid-skilled workers in various sectors. Quals can aid in S Pass applications, ensuring that the requirements regarding skills, job offer, and salary are met.

  3. Work Permit: Work Permits are for semi-skilled or unskilled foreign workers in specific industries such as construction, manufacturing, and domestic work. Quals can help with the application process, which includes fulfilling industry-specific requirements.

  4. Dependant Pass (DP) and Long-Term Visit Pass (LTVP): These passes are for the dependents of Employment Pass or S Pass holders. Quals can assist with DP and LTVP applications to enable family members to join the pass holder in Singapore.

  5. EntrePass: For entrepreneurs looking to start and operate a business in Singapore, Quals can provide guidance and support in applying for an EntrePass.

How do I know what work pass I am eligible to apply for?

To determine which pass is suitable, you may check eligibility here. Alternatively, speak to our consultants to assist with work pass applications.

What is the processing duration for obtaining a work pass in Singapore?

The processing time for obtaining a work pass in Singapore varies depending on the type of pass:

  1. Employment Pass (EP): The typical processing time is about 3 weeks to 1 month from the date of submission if all requirements are met.

  2. S Pass: S Pass applications are usually processed within 3 weeks to 1 month from date of submission, assuming all criteria are satisfied.

  3. Work Permit: Processing times for Work Permits differ based on the sector and specific requirements, but they often take around 1 to 2 weeks.

  4. EntrePass: For EntrePass applications, the processing time is typically about 8 weeks.

It’s important to note that these are approximate processing times, and actual processing times may vary based on factors such as the completeness of the application, the volume of applications being processed, and any additional checks required by authorities. Applicants and employers are advised to plan ahead and submit their applications well in advance of their intended employment start date. 

If you intend to bring your family to Singapore, you can consider applying for a Dependant Pass (DP) or a Long-Term Visit Pass (LTVP), depending on your immigration status:

  1. Dependant Pass (DP): If you hold an Employment Pass (EP), S Pass, or EntrePass, you can apply for a Dependant Pass to bring your spouse, children, or other eligible dependents to join you in Singapore.

  2. Long-Term Visit Pass (LTVP):

    • For Permanent Resident (PR), you can apply for an LTVP for your common-law spouse, unmarried children under 21, or other eligible dependents at ICA.
    • For Employment Pass (EP) holder, or S-Pass Holder, Quals can help you to apply for LTVP through MOM.

 

These passes allow your family members to reside in Singapore while you work or live there. The specific eligibility criteria and application process may vary, speak with our consultants for detailed guidance on the application process and requirements based on your circumstances.

General / Others

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Above information provided is based on the most recent data available as of June 2023. For the most up-to-date and accurate information, we strongly recommend verifying the data with reliable sources. It is important to note that industry-specific and entity-specific requirements may vary. Therefore, it is advisable to consult with relevant authorities or seek professional guidance to ensure compliance with the latest regulations.