Company administration guidelines

Share capital:

  • There are no specific requirements about minimum share capital; it may be as small as S$1.00.
  • The concept of par value of shares was abolished in January 2006.
  • Shareholder must subscribe at least for one share.
  • Different types of shares could be issued by a Singapore company, namely ordinary shares, preference shares of different types, or treasury shares.
  • Proper share transfer instruments are required to register the transfer of shares in a Singapore company and stamp duties should be paid before this registration.
  • 0.2% of stamp duty is charged for buying or acquiring shares, also on mortgaging shares.

Shareholders:

  • The minimum number of Shareholders required is one and there are no restrictions on foreign individuals or corporate bodies.
  • The number of Shareholders of a private company is limited to 50.

Directors:

  • The minimum number of Directors is one.
  • Corporate Directors are not permitted in Singapore.
  • There are no restrictions for foreign nationals to act as a Director of a Singapore company however at least one of the Directors must be a Singapore citizen or resident. Eltoma Corporate Services can provide this service.
  • The sole shareholder could be appointed as Director if the Secretary is separate individual; by other words in a company always should be two officers at the same time.

Singapore local Director:

When incorporating a Singapore Limited Liability Company it is obligatory to have a local Singaporean Director. Eltoma Corporate Services can supply a local Director to fulfill this statutory requirement.

Please note that the local Director will not be involved in any financial, operational or management aspects of the company. Due to the very strict regulations in place in Singapore a security deposit is required in order to safeguard the interests of the local Director. Eltoma Corporate Services require a one-off security deposit of S$2,000.

A new local Director can be appointed at any time. In this case the existing local Director will resign and the deposit will be refunded once the appropriate changes are made at the Company Registrar.

Restrictions on name & activity:

  • All business entities in Singapore must have an approved name prior to company registration. This can be done relatively quickly, within 1-2 working days.
  • The general rules are that the business name must not be too similar to any already in existence, must not infringe any trademarks or patents and must not be offensive in any way.
  • Government approval is generally not required for companies to do business in Singapore with the exemption of the following: banks and financial institutions, certain activities which require a license such as the operation of a restaurant or clinics etc.

Secretary

  • The company must appoint a secretary who should be a natural person residing at Singapore.
  • The sole Director cannot be appointed as a Secretary.
  • The Secretary shall be present at registered office.

Local requirements:

  • Every company in Singapore is required to have a registered office where the registers of Directors, Shareholders, Secretary and minutes of General and Director meetings are kept. All changes have to be filed with ACRA within 14 days or a month of the date of change. Eltoma Corporate Services can provide this service through our Singapore Office.
  • It is obligatory to have a Secretary. This must be a natural person who is a resident of SingaporeThe company Secretary is responsible for keeping and filing corporate documents with ACRA.
  • An annual general meeting of Directors of a Singapore company must be held within 15 months of the previous one and the audited/unaudited financial statement should be present on it for approval and further filing with Annual return.
  • As a compliance matter the Annual Return and Tax return should be filed by all companies in the necessary time.

Confidentiality:

  • Details of the Directors, Shareholders, and company Secretary are placed on public record.
  • It is permitted to use nominees to maintain confidentiality.
  • The financial statements should be filed with Annual returns, but the Exempt Private companies may file only Director’s Declaration of solvency instead.

Take the next step, we are here to help.

Register a Singapore company.
Open a Singapore bank account.

  Resources:

 

Protection of Nominee Directors from IRD claims for Cyprus client companies

Legislation re Cyprus Tax Residency:

 

Cyprus Company Law: Responsibility of Directors for the non-payment of taxes

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