Incorporating A Company in Singapore

Singapore has gradually evolved into a financial hub in Southeast Asia as a result from the infrastructures built, tax incentive schemes such as Section 13X and 13R under Income Tax Act (“ITA”) as incentive for Family Offices, government policies that encourages entrepreneurships attracting foreign investments and companies. 

As of Jan 2016, Singapore has concluded 96 International Tax Agreements, including 79 DTAs and 9 limited treaties and 8 DTAs signed but not ratified. This makes Singapore one of the most desirable location for businesses with an international outlook for company incorporation. Based on the World Bank’s Data, Singapore is rated the 2nd most convenient place to set up businesses, with year-on-year increase of incorporation in Singapore.

What is a corporate secretary, and how can we help?

Companies in Singapore are required to abide by the local laws, regulations, and tax compliance. At Agere we provide our corporate secretarial services with constant updates on legislative and regulatory changes by the Accounting and Corporate Regulatory Authority (“ACRA”), the regulatory body for corporate secretaries, accounting regulations and companies in Singapore. Non-compliance, will result in potential liabilities for your company secretary, and your directors.  

After an incorporation of your company in Singapore, as a corporate secretary we act as one of your company’s key officer that must be a resident in Singapore.

Company Secretary | Requirements

According to the Companies Act, Singapore residents can act as a corporate secretary for a private Singapore company (Section 171 1AA).  Public companies will require individuals with higher qualifications, meeting at least one of the following:-

  1. Been a company secretary for at least three of the last five years, and are defined as qualified person (i)
  2. Accountants registered under the Accountants Act (ii)
  3. Member of Institute of Singapore Chartered Accountants (ISCA)
  4. Member of Singapore Association of the Institute of Chartered Secretaries and Administrators
  5. Member of Association International Accountants in Singapore
  6. Member of the Institute of Company Accountants, Singapore

Sources (i) Legal Profession Act, Cap 161 (ii) Accountants Act Cap 2

Duties & Responsibilities of Company Secretary in Singapore

Corporate secretary in Singapore has the responsibility for the following:

  1. I) Maintenance of Statutory Compliance Registers, which includes Register of:-
  1. Directors
  2. Nominee Directors
  3. Members
  4. Registrable controllers
  5. Allotments (records the details of shareholders which the company has issued shares to)
  6. Transfers (records the transfer of shares within the lifetime of the company)
  1. II) Ensuring Compliance
  1. Draft resolutions relevant for key events of the company
  2. Amending company constitution
  3. Updating details of the company, directors, and shareholders to ACRA on an annual basis, and changes from time to time where relevant
  4. Filing annual company accounts
  5. Supervise and prepare relevant documents for shares related activities such as issuance and transfers, and managing queries from shareholder(s)

The compliance and reporting requirements are regulated by Singapore law, as such failure to adhere to the relevant laws can be costly. If your company secretary is not prompt in their response or managing arising issues, and not abreast of the changes in the law, the probability of violating Singapore’s Company’s Act is higher which entails penalties, in some cases prosecution.  

As a provider of corporate secretarial services in Singapore, Agere provides serves with the required skillset, knowledge, and response rate for our clients.

Private Companies Incorporation In Singapore | Requirements:

  • At least 1 Local Resident Director
  • At least 1 Shareholder
  • A Company Secretary
  • Minimum paid-up capital of S$1
  • A Singapore registered office address

Incorporation Process for Singapore Residents (i.e. Singapore citizens, Singapore PR or Singapore Employment Pass holders)

  1. Complete and Submit Singapore Company Incorporation Application Form.
  2. Prepare & submit all Documents
  3. Full payment of our fees
  4. Visit our office and incorporate your Company
  5. Open your OCBC bank account (on the same visit to our office)

Singapore Company Incorporation Process

Find out more about our incorporation services in Singapore here.

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