Procedure of company registration
The majority of Singapore Company Incorporations are formed as private limited liability companies (commonly known as a limited liability company).
A limited liability company is a separate legal entity in its own right therefore Shareholders are not liable for the company’s debts beyond the amount of share capital they have put into the company. The name of a limited liability private company has to include the following words Private Limited or abbreviation – Pte Ltd.
Registration of a Singapore limited liability company (Pte Ltd):
The registration of a Singapore limited liability company can be completed relatively quickly as the process is now fully computerised.
Documents required for Singapore company registration:
After a consultation with Eltoma Corporate Services we will e-mail an Incorporation Form and Beneficial Owners Declaration Form to be completed. These forms request confirmation of the following information:
- Company name (approval is normally given within 2 working days).
- Summary of business activities.
- Details of Directors.
- Details of Shareholders.
- Registered address.
- Details of company Secretary.
- Amount and currency of share capital and type of shares issued.
- Whether any alterations to the standard Articles are required or not.
As a separate and very important step the personality of the ultimate beneficial owner should be identified by presenting the documents described below and Beneficial Owners Declaration should be signed before we can start the incorporation process.
Eltoma Corporate Services requires the following documents in order to fulfill our Know Your Client (KYC) obligations:
- Copy of Passport.
- Residential Address Proof (in the form of a utility bill, bank statement etc not older than 3 months).
- If the Shareholder is a Corporate Entity we also require a copy of the company registration documents.
If any of the above documents are not in English they are required to be translated.
Summary of the incorporation process:
- The client provides Eltoma Corporate Services the completed Incorporation Form, Declaration of Beneficial Ownership Form and required KYC documentation, also signed M&AA and consent to act as a Director if required.
- Eltoma Corporate Services send client an invoice – 50% payment required upon commencement of incorporation.
- Company name approval received (takes approximately 2 working days).
- Company Incorporation documents are sent to the client for signing.
- The client signs the documents and sends to Eltoma Corporate Services.
- Upon receipt of the original documents the company will be fully incorporated. All post incorporation formalities will be completed.
- Eltoma will send scanned copies and also courier the original company documents and company stamp to the client.
Timescale for incorporation:
It takes approximately 5 working days to complete the registration process for a Singapore Company. The following process of legalisation can take up to 7 working days. Once this has been completed the original documents are sent by courier.
Upon commencement of incorporation, Eltoma Corporate Services will send an invoice for 50% of the incorporation fees plus additional services requested (nominees, legalisation, bank account opening etc). Upon completion, the remaining 50% is due for payment.
In the beginning of every year we issue an annual invoice to cover renewal fees which includes the registered office, company Secretary and Singaporean local Director fees (this is obligatory).
Amendments of Articles of Association
In order to start the incorporation process, the owners should decide whether to use the standard M&AA or request that it’s tailored to any specific requirements, as the Articles are the main documents that will allow managing the company in favour of specific person/s if tailored for this purpose. They may apply some restrictions on Directors’ rights to make the fundamental decisions regarding the company’s assets, activities etc.
Licensed company activities
If the company is planned to be used for the purposes that require obtaining any license or permit it should obtain them before the business will start operating. Some examples of such businesses: travel agencies, private schools, banks, video companies, liquor distributors, moneylenders and childcare centers.
ACRA has rights to refer the name approval to the relevant Regulatory Authority (MAS, MFA, MOM, MOE, STB etc) if the part of the name will include specific words like bank, school, army, Muslim, estate agency etc. In this case the completion of company registration process can delay until the license or permit will be obtained which can take from 14 days to 2 months.
In other cases, an Approval for incorporation should be obtained from relevant Authorities before an applicant can apply for registration. Eltoma Corporate Services will advise the client about the above requirements before we start any registration process.
If company plans to import/export goods to/out of Singapore it shall activate its Custom Account with Singapore Customs before any trading is conducted.
Post incorporation services
Eltoma Corporate Services provides a complete post incorporation service:
- Maintenance of the company (filing of any necessary changes with ACRA).
- Bookkeeping & Accounting Services.
- Assistance in an audit process.
- Annual Return & Tax Return Filing Services.
Eltoma Corporate Services also may provide the tax advising regarding future company’s activities to comply with Income Act and other relevant legislations and to avoid costly non-compliance situations with withholding tax, Good and Services Tax (GST) etc.
Important 2016 reporting deadlines for BVI Financial Institutions
Officials from the British Virgin Islands have come together to clarify various filing deadlines as per the automatic exchange of information systems in a press release.
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