Company administration guidelines
- 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.
- 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.
- 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.
- 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.
- 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 Singapore. The 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.
- 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.
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
A Company Director, in a company incorporated under the laws of the Republic of Cyprus, may be found liable by the Inland Revenue or Customs & Excise with regarding tax related issues. As per the legislation, the Inland Revenue or Customs & Excise may personally prosecute the Company Directors who are involved in any taxation offence(s) or related financial matters.
Inward re-domiciliation: changes to the Singapore Companies Act allowing foreign firms to re-domicile to Singapore
In order to ensure that the regulatory regime of Singapore continues to be robust, relevant and in line with international norms, on the 30th of March 2017, the Companies (Amendment) Act 2017 of Singapore was gazetted. Among the number of amendments to the Companies Act, the provisions for the inward re-domiliation regime are arguably the most important in further boosting Singapore’s character as a business hub.
Inward re-domiciliation: Key changes to the Singapore Companies Act make company relocation to Singapore easier than ever
Last March, the Singapore Government amended the Singapore Companies Act 2017 which introduced an inward re-domicile (or relocation) regime in an effort to boost Singapore’s attractiveness as a business hub.
Cryptocurrencies: technical and legal overview
In this article, we will try to succinctly describe the technical and legal characteristics of Cryptocurrencies. The understanding of Cryptocurrencies is crucial for today’s modern payment services and investment opportunities around the world. We have seen the increasing importance that this topic has acquired in the last few months and the rise of the price of the most popular type of Cryptocurrency, the Bitcoin, from $0.06 cents of a dollar in 2010 to $5,518.85 by the 25th of October, 2017.
The Belize IBC Amendment Act 2017: 3 notable changes for businesses
Belize has amended its International Business Companies Act. These changes were to maintain its financial services industry in the increasingly regulated international market & meet the OECD white list requirements.
Cryptocurrency & ICOs as securities & virtual commodities as per Hong Kong law
The Hong Kong Securities and Futures Commission has remarked upon the growth and popularity of Initial Coin Offerings (ICOs) for raising money not only in Hong Kong but other Asian countries. This article confirms and explains how digital tokens that are offered or sold may be defined as "securities" and as such are therefore governed by the relevant securities legislation of Hong Kong.
New licensing regulations for Trusts & Service Providers in Hong Kong
As per new regulations, all Hong Kong businesses providing Trustee Services, including Corporate Service Providers will not be able to operate without a valid trading license after March the 1st 2018. The new scheme is designed to better regulate individuals carrying out services within the financial sphere in Hong Kong and will be overseen and administered by the Hong Kong Companies Registry.