Full 1

SINGAPORE COMPANY FORMATION

Singapore Offshore Company Registration with Bank Account

Overview

A Singapore offshore company formation called a Private Limited Company is one of the most sought-after corporate structures in the world due to the jurisdiction’s supportive corporate laws, tax incentives, and strong financial centre.

Singapore is often referred to as an offshore jurisdiction because of its low tax-rates even though Singapore corporate law makes no distinction between on-shore and off-shore company structures. All companies are incorporated through the Singapore Companies Act Chapter 50 and are regulated by the Singapore Accounting and Regulatory Authority (ACRA).

Singapore has an outstanding reputation thanks for its ease of doing business, economic freedom and rule of law, making it a highly sought-after jurisdiction making it one of the leading Asian cities.

Singapore boasts as having one of the strongest banking systems in the world and as a result is home to many international branches and multinational companies’ thanks in-part to the jurisdictions numerous incentives that among them give tax-breaks to foreign branch and company headquarter offices.
The jurisdiction operates of a territorial tax-based system, allowing 100% foreign ownership of companies and gives a number of exemptions to newly formed companies. Income that is repatriated from abroad is not subjected to local taxation.

Offshore Companies are also free from any capital gains and dividends tax if companies retain non-resident status. Singapore companies have the comfort of being regulated in a legal system that has very defined corporate laws and norms of conduct, as well as a strong regulatory framework, giving companies access to it wide range of Double Taxation Treaties.

Advantages of a Singapore Offshore Company

No paid in-capital
Quick and easy registration process
Offers extensive tax incentives
Access to Double Taxation Treaties
Shelf companies and nominee services permitted
Key financial hub in Asia Considered the Switzerland of Asia
Strong banking and financial sectors
International banks have branches or headquarters
Strict legal and corporate laws
Highly regarded jurisdiction
Separate legal entity Great environment for entrepreneurs and SME's No taxation of any kind of foreign-sourced income
Rated one of the easiest places to do business in the world
Best business environment in Asia Pacific
Global innovation #5 in the world according to Economist Intelligence Unit • Rule of law is respected
Economic freedom index rated #1 in Asia #1 in achieving human capital Global Innovation Index 2018
Has been rated as one of the worlds most competitive economies
#3 in the world for best Intellectual Property (IP) protection: Global Competitiveness Report 2018
One of the least corrupt governments and economies in the world

Top Uses of a Singapore Company Formation

Key Corporate Features of a Singapore Offshore Company


Singapore Private Limited Company Incorporation Corporate Details
General
Type of Entity	Private Limited Company
Type of Law	Common Law
Governed by	Singapore Companies Act, Chapter 50
Registered Office in Cook Islands	Yes
Shelf company availability	Yes
Our time to establish a new company	1 Week
Minimum government fees (excluding taxation)	SGD 300
Corporate Taxation	0% foreign income exemption
Access to Double Taxation Treaties	Yes
Share capital or equivalent
Standard currency	SGD
Permitted currencies	Any
Minimum paid up	SGD 1
Usual authorized	SGD 1,000
Bearer shares allowed	No
No par value shares allowed	No
Directors
Minimum number	One
Local required	Yes
Publicly accessible records	Yes
Location of meetings	Anywhere
Corporate directorship allowed	No
Shareholders
Minimum number	One
Publicly accessible records	Yes
Corporate shareholder allowed	Yes
Location of meetings	Anywhere
Shareholders
Required	Yes
Local or qualified	Yes
Accounts
Requirements to prepare	Yes
Audit requirements	No (see below*)
Requirements to file accounts	Yes
Publicly accessible accounts	Yes
Recurring Government Costs
Minimum Annual Tax	SGD 300
Annual Return Filing Fee	SGD 60
Other
Requirement to file annual return	Yes
Migration of domicile permitted	Yes

Audit and Financial Returns

For companies with annual turnover over SGD 5 million, annual audited accounts are required to be filed by a qualified Singapore auditor and filed with the Singapore Registry. However, companies are exempt if they have less than 20 members, are individuals and not corporations and have a turnover of less than SGD 5 million.

Taxation

Exempt companies receive 0% taxation on all foreign-sourced income or if taxes have already been levied and paid in another jurisdiction. Assets are only taxed if no taxes have been levied on the assets and only when it is repatriated into Singapore. Passive foreign income stored in a holding company for example is not taxed.

Singapore Company Formation Registration Package

Government Registration Fee (First year)
Registered Office Address (First year)
Registered Agent Services (First year)
Company Secretarial Maintenance
Certificate of Organisation
Articles of Organisation
Minutes of First Organisers Meeting
Ownership Certificates
Register of Members
FREE Phone and/or email consultations

Singapore Company Incorporation Corporate Requirements

Company Name
Name and address of Director(s) and Shareholder(s)
Copy of a valid passport
Address of local registered office
Company secretary details
Business Plan
If necessary other KYC details

Offshore Corporate Taxation of a Singapore Company

Singapore Private Limited Companies enjoy attractive tax exemptions and incentives. Singapore has a territorial based taxes system.

For non-resident companies that have their income coming from foreign sources are between 9-17% with a number of exemptions for start-ups, for small businesses and for certain sectors. See a qualified Singapore accountant to be sure of the current taxation and reporting requirements for local resident companies.

Singapore Company Corporate Details

Anonymity, Confidentiality and Disclosure

All names and details of Directors, Shareholders, and Beneficial must be publicly available. Accounts must be filed and is made public. However, a Singapore company can used nominee services if an owner wishes to remain confidential.

Company Shares
A Singapore Company offers the ability to have many different types of shares, however, one can not use bearer shares and no-par value shares.

Required Capital
The usual authorized capital is SGD 1,000. The minimum capital requirements needed to establish a Singapore Company is SGD 1.

Financial Statements required
Financial statements are required for all Singapore corporations.

Directors
One Director is required for a Singapore company. There must be one local resident Director though the local director can be given limited powers so that you the owner can be instituted with power of management as the beneficial owner and Director. Corporate shareholders are not allowed.

Company Secretary
A company secretary is required who must be a person and a resident of Singapore.

Company Meetings
Company meetings are required but they can take place anywhere in the world.

Principal Corporate Legislation
There is one corporate legislation that covers all Singapore companies, for both onshore and offshore companies and is the Singapore Companies Act, Chapter 50.

Type of Law
Singapore is based on a Common Law system.

Shareholders
A Singapore Private Limited Company requires there be a minimum of 1 shareholder. The shareholder can be an individual or a corporate body.

Trading Restrictions
A Singapore company has restrictions on doing business within certain financial and business industries that require a license. If a company does business within the jurisdiction then it must pay local corporate taxes.

Exchange Controls
There are no exchange controls in Singapore

Powers of the Company
A Singapore Private Limited Company has all of the same rights and privileges as a legal person

Audit Requirements
A Company may be free of any audit requirements if it meets these conditions:

Annual Reporting
A company must annually submit its accounts to the Singapore Register

Shelf Companies available
Yes, Shelf Companies are available

Time required to form an offshore company
5 Business Days

Name Restrictions
A company must not use a name that is already in use that is identical or similar to a name already used by another company. A company should not use the word ‘bank’ or ‘education’ or use any words that are considered offensive.

Names of Company requiring a special licence or permission
A Company must seek prior approval or licence if its company name uses the word bank, building society, insurance, assurance, investment, trust, trustee, or finance etc…

Singapore Private Limited Company [PLC]

Company formation for a limited liability company is considered the best business formation structure for most businesses, a Private Limited Company in Singapore provides an ideal foundation for doing business locally and internationally.

Registering a Singapore Private Limited Company is easy and can be done entirely from outside of Singapore, making it the business type of choice for most foreign entrepreneurs and corporate entities. To setup a private limited company in Singapore, we can assist you in your company registration. We are available for all your business registration needs, from preparation of registration documents to corporate compliance post-registration.

Benefits of Singapore Private Limited Company:

Singapore Limited Liability Company [LLC]

Why Incorporate a private limited company?

The private limited company business structure provides more benefits

A private limited Singapore company is the obvious choice for both foreign and local entrepreneurs. A Singapore limited liability company provides personal asset protection from business liabilities, private limited companies benefit from special tax incentives from the Singapore government, and have the best corporate structure that allows your business to expand and do business internationally. The liability of the members is limited up to the amount of share capital subscribed by them. That is why we recommend private limited company as the business formation of choice when registering a business in Singapore. Learn more on why incorporating a private limited company is best.

Limited liability

Private limited company is a limited liability company

Being a distinct legal entity, a private limited company is separate from its directors and its shareholders. As a private limited company, it can acquire assets, debt, join contracts, file lawsuits or be a party to a lawsuit under its own name. Liability of shareholders in the company will be limited to the amount contributed to the capital of the private company. Also, by using a corporate service company it is possibly to hire nominee shareholders and directors which can make the already easy process of company registration and maintenance in Singapore even easier and can further lower your liability.

Take on investment by bringing in new shareholders

Credible for investment from both foreign and domestic sources

Private limited companies in Singapore are free to take on capital investors by issuing shares. Shares in the limited liability company can be issued to investors at the time of the company registration or at a later date through selling of existing shares or issuance of new shares. Investors almost always will want to invest into a business with a separation between personal and business assets. This separation is not provided by other types of business formations. Bankers prefer to issue loans to a private limited company rather than other business types.
As an incorporated business entity, a private limited company portrays a more positive image than a sole proprietorship or a partnership. This also helps to attract investors who will be more willing to partake in investing into a private limited company as it provides a long-term advantage of growth and expansion internationally. With the credible image a private limited company allows for, potential clients, bankers, professionals and suppliers will take your business more seriously. Singapore private limited companies benefit from an effective tax rate much lower than nearly every other jurisdiction worldwide.

The tax rate for a Singaporean private limited company on profits under S$300,000 is essentially only 8.5% while the maximum corporate tax rate is just 17% on profits over S$300,000. On top of this, for the first 3 years of existence qualified private limited companies pay 0% on the company’s first $100,000 profits annually. Singapore has a single-tier tax rule meaning all income taxed at a corporate level will be tax free when distributed as dividend.

Best structure for a foreign parent company

Easy to set up and maintain from abroad

A Singapore private limited company provides many benefits makings it an ideal choice for setting up an offshore business. Singapore private limited companies have the advantage of extremely low tax rates starting literally at 0% corporate taxes on your first $100,000 profits for the first three years. Effectively a Singaporean private limited company pays around 8.5% on the first $300,000 profits with maximum tax rate of 17%. Learn more about a Singapore Offshore Company.

Ownership by a foreign individual

Singapore allows 100% foreign ownership of registered companies

As a foreigner you will be able to own and operate your own private limited company whether you stay outside or within Singapore and will retain all the benefits on tax rates, credibility and ease of maintenance without having an actual physical presence in Singapore. As a foreign individual if you elect to operate your business from within Singapore and immigrate as an individual or with your family you can fairly easily obtain an appropriate visa. On the other hand, if you were to choose to operate your company from overseas, we can provide you with all the onshore local support you will need for maintaining the compliance of your business. We recommend the private limited company which is Singapore’s limited liability company business formation type as the most ideal for company registration.

Ownership by a foreign business

From subsidiary companies to branch office to representative office
As a foreign company registering to setup in Singapore, you will have the choice of setting up subsidiary office, a branch office, or a representative office in Singapore.

Subsidiary Company

Singapore allows 100% foreign ownership in companies.
Most preferred formation for small to mid-size foreign businesses
Excellent tax efficient corporate body
A Singapore subsidiary company is considered a separate entity from the foreign company
Company registration process is fairly straightforward

Branch Office

A Singapore branch office is a registered legal entity
Is treated as an extension of the foreign company
A branch office is generally considered a non-resident entity
Generally, a less attractive option for most businesses.
Company registration process can be somewhat complicated by regulations of the parent company’s jurisdiction

Representative Office

Cannot enter contracts, or engage in trading directly
Good for undertaking market research
A representative office is generally considered a non-resident entity
Must be staffed by a representative from the foreign company
Company registration process can be somewhat complicated by regulations of the parent company’s jurisdiction

Other Business Formation types in Singapore to consider

Singapore provides a selection of business entity types

Although we almost always recommend our clients to register as a private limited company, Singapore does offer other business formations but almost all provide less protection for the members/shareholders of the entity.

Overview of Singapore limited liability partnership [LLP]

Singapore Limited Liability Partnership

This is a recent addition and most advanced alternative to the private limited company
A mixture of partnerships and companies in features and functionality
Targeted towards professionals such as lawyers, and doctors
In most cases not well suited for a business that carries on a trade
Registration process is straightforward and easy

Partnership Formation for a Limited Liability Partnership in Singapore

A Singapore Limited Liability Partnership (LLP) is a type of entity with two or more partners. Under the LLP, a partner is not personally liable for debts or losses incurred by the other partners.

To form a limited liability partnership, you need to have two or more partners at the time of formation. The Singapore Limited Liability Partnership Act does not specifically restrict the LLP to certain classes of professionals only. However, the Limited Liability Partnership is usually ideal for such professions as lawyers, accountants and doctors. Typically for an entrepreneur, forming a private limited company is the preferred option.

Overview of Singapore limited partnership [LP]

Not considered a separate entity from its partners
Limited partner’s liability is limited to the amount of his agreed contribution. General Partner has unlimited liability
Partners can be held personally liable for the actions of the partnerships
Not taxed at the entity level (taxed at partners’ personal income tax rates)

Singapore Limited Partnership

Introduces the concept of a limited partner with limited liability and general partner with unlimited liability
Liabilities are limited to the partner’s investment for a Limited Partner
Unlimited liabilities lie with the General Partners
Formation is straightforward and simple

Partnership Formation for a Limited Partnership in Singapore

A Limited Partnership is a new business entity in Singapore specifically designed for licensed funds and the management of such licensed funds. A limited partnership, as with all partnerships by definition, requires at least two partners.

A Limited Partnership requires a minimum of one general partner and one limited partner. An LP is not a separate legal entity from the partners. As such, the Limited Partnership can not own property in the LP’s name and the partners can be held liable for the LP’s actions. Typically for an entrepreneur, incorporating a private limited company is the preferred option.

Singapore General Partnership [GP]

Overview of Singapore general partnership

General Partnership

Partnership Formation for a General Partnership in Singapore

A General Partnership has similar features as a sole proprietorship. The only difference is that there must be more than one (1) registered owners (i.e. partners) of the entity.

A General Partnership is not a recommended way of structuring your business in Singapore, primarily because each partner can be held liable for the actions of another partner. Typically, for an entrepreneur, forming a private limited company is the preferred option.

Singapore Sole Proprietorship

Cheapest of the business formation options
Applicant needs to be a Singapore Resident
Sole proprietorship is not a separately entity from the individual who registers it
The owner is liable personally without limitation
Most people are not aware of the financial risk

Overview of Singapore Sole Proprietorship

Sole Proprietorship

Simplest Form of Business in Singapore

A Sole Proprietorship is the least sophisticated type of business structure in Singapore. It is only suited for specific purposes, such as for a very small business with a single owner in an industry or sector with low risk e.g. tuition centre.

It differs from a Private Limited Company mostly because a Sole Proprietorship does not provide any protection from liability. Thus, the owner’s personal assets are not protected from any debts or other liabilities incurred by the business. Typically for an entrepreneur, setting up a private limited company is the preferred option…

Requirements for Incorporation of an Exempt Private Limited Company in Singapore with Offshore Bank Account opening

A clear photocopy of passport of each director and shareholder of the proposed company. If shareholder/director is another corporation, please provide us its certificate of incorporation instead;
clear photocopy of the recent residential address with proof of each director and shareholder of the proposed company. If the shareholder/director is another corporation, please provide us any document showing its registered address instead;
The authorized share capital and par value per share respectively. If not otherwise provided by the client, we will apply for our standard authorized share capital. That is SGD$1,000 divided into 1,000 shares of SGD$1 each;
The issued and paid up share capital. If not otherwise provided by the client, we will apply for the minimum issued and paid up capital;
The shareholding amongst each shareholder if there is more than one shareholder;
The name and address of any third party of 18 years old or above who will witness the shareholders’ signatures in the Memorandum and Articles of Association(M&A). Please be advised that the third-party witness is also needed to sign in the M&A;
The business scope of the proposed company;
Three proposed company names in order of priority. The proposed company name should be in English.

Note that our incorporation and annual fees are all “all-included fees”, and cover all the required services, duties, disbursements, and procedures to incorporate a Singapore company, and keep it in good standing.

Incorporation of a Singapore Private Limited Company, which includes:

drafting and providing the Constitution of the Company
drafting and providing the Nominee Director Service Agreement
preparing the Director’s Acceptance Letter (Form 45)
filing the Company with the Singapore Accounting and Corporate Regulatory Authority (ACRA)
ACRA company registration fees
providing the ACRA BizFile
drafting and providing the First Board Resolution for the Share Allotment and the appointment of Directors, Secretary and Registered Office, and other related matters.
providing the Share Certificate(s)
preparing and providing the Register of Nominee Directors
preparing and providing the Register of Controllers
providing certified true copies of all constitutional documents, and delivery to the client’s mailing address, inclusive of courier fees.
preparing the annual general meeting notices, meeting minutes, written resolution in lieu of board meeting, and related matters, as required
signature of board resolutions and other corporate documents, as required
maintaining the minute book and statutory records
providing a registered office to the Company that complies with the requirements set out in the Companies Act
providing a business address
providing mail-scanning services
advising on and assisting in the completion of the Bank’s KYC and questionnaires, bank account application forms, and related documentation, as required
managing the bank account opening procedure
advising on the meeting with the Bank’s relationship manager
arranging a meeting with the Bank’s relationship manager for bank account opening (video-conference)
introducing the Client to the Bank’s relationship manager

Basic Package fees including Government Fees : As from USD$ 14,685/=

Please contact us for further more information’s and tailor made packages in regard with the Singapore Company Registration process on: offshore@aajpglobal.com