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FAQ
Q&A
Business Guide
The Registrar will reject a proposed company name if the name is:
a) identical to another company already registered;
b) undesirable; or
c) of a kind the Minister has directed the Registrar not to accept.
It normally takes less than an hour to check if the proposed name is available. However, if you choose certain words such as “bank”, “insurance”, “capital”, “education”, etc, it will be subjected to separate approval by other Government authorities. The name application may take much longer.
For a private limited company, the company name normally ends with “Private Limited” or “Pte Ltd”. Our consultant will be happy to perform a name check for you free of charge.
Once the proposed company name is approved, the company can be incorporated immediately. Most of the name applications can be approved instantly. For a certain name application, it may take 2-3 days or even up to 14 days to be approved.
You do not need to rent a physical office or hire an employee. You can operate the company remotely anywhere.
Yes, you can. Most foreign investors manage their companies remotely with the compliance work outsourced to a professional firm.
It all depends on the size and complexity of the business. For a small company, the cost to maintain could be as low as SGD 1500 a year. Please contact our consultant to find out more.
There are different types of business entities in Singapore, private limited company, partnership, limited liability partnership, sole proprietorship, public limited company, etc. The most popular and widely used is a private limited company.
Yes, ACRA stipulates that every company must appoint a company secretary within 6 months of its incorporation.
Yes, the company structure including its share capital, directors and shareholders can be changed easily after incorporation.
Proposed company name
Brief description of business activities
Company registered address
Proposed register share capital
Directors’ detail including copy of the passport and residential address
Shareholders’ details including copy of passport and residential address. In case of corporate shareholders, provide a copy of certificate of incorporation and business profile/ certificate of incumbency or similar document which shows details of directors’ and shareholders’ information.
No, the nominee director is appointed simply to satisfy Singapore’s regulatory requirements. He/she will not be involved in the company’s financial and operational matters. He will not be authorised to manage your bank account. A service agreement needs to be signed between the company and nominee director to confirm the terms of the services.
Beside carrying the duty and responsibilities as a company director. A Nominee Director (“ND”) undertakes significant risk. If the company breaks the law, the ND is also on the hook with Singapore authorities. Serious breaches of the law by the company can result in the prosecution of the ND. Of course, Singapore authorities in such cases will also go after foreign owners and directors and prosecute them to the full extent of the law.
Shareholder, as an investor, has no significant risk except for the risk of loss of the investment value.
No, you don’t have to. What you need to pay is the agreed annual director fee. You need not contribute CPF for the director fee.
No, the nominee director will not hold any shares unless there is a separate service agreement to hold the shares in trust.
For the directors we recommend, we have known them for years and they are very reliable. In any case if the nominee director is not contactable at all, the board or the shareholders may pass a resolution to remove him/her.
You may close them by winding up or striking off. The easier and cheaper way is to apply to ACRA to strike it off. You can do so if the company has already ceased operation, disposed of all its assets and settled all its debts. The application process takes about 3 months.
Depending on its complexity, the service cost to strike off a company ranges between $800-1500. The cost to wind up a company ranges between $7000 to $20,000. Please ask our consultant to provide a fee quote.
A company is exempted for audit if it is a private company in the financial year and
it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:
total annual revenue ≤ $10m;
total assets ≤ $10m;
no. of employees ≤ 50.
For a company which is part of a group:
(a) the company must qualify as a small company; and
(b) entire group must be a “small group”
to qualify for the audit exemption.
If your company is a newly start-up new company (Year of assessment 2020 onwards), tax exemption will be given for a 3-years period as follows, which reduces the effective tax rate as low as 5.1%.
a. 75% tax exemption for the first $100,000 chargeable income
b. 50% tax exemption for the next $100,000 chargeable income.
After the initial 3-years star-up period, every Singapore companies are still entitled for partial tax exemption for taxable profit up to S$200,000 as follows:
a. Up to the first $10,000 taxable profit, 75% or S$7,500 will be exempt from tax
b. Up to the next $190,000 taxable profit, 50% or S$95,000 will be exempt from tax
You can start your business activities once the company is set up. Usually, companies also set up a bank account, but this is not a must.
Common questions asked about corporate secretary
Yes, ACRA stipulates that every company must appoint a company secretary within 6 months of its incorporation.
relevant legislations and regulations.
Below is the list of tasks that a secretary normally performs. This list is non-exhaustive:
1. Updating and filing with ACRA
- Appointment, resignation of company officers
- Update of particulars of directors
- Filing of Annual Returns
- Amendments to the company constitution
- Share allotments or share transfers
- Changes in company name
2. Maintenance and upkeep of statutory registers
- Filing of signed Board Resolutions
- Maintenance of minutes books (AGMs and EGMs)
- Issue of shares
- Distribution of Annual Report and company accounts
3. Preparation of board meetings and AGMs
- Distributing company’s financial reports
- Attendance and taking of meeting minutes
- Preparation of meeting agenda
- Preparation of director’s resolutions
4. Miscellaneous services
- Reminders for filing deadlines
- Ensure the safekeeping and proper use of the company seal
- Monitoring shareholder register and movement of shareholders
- Maintaining shareholder relations
The process to change a corporate secretary agent is straightforward. We will prepare all necessary documents and help to liaise with the existing agent for the hand over. What you need to do is just to sign a resolution to approve the change.
Annual secretarial service normally covers routine services including:
- Provision of a qualified secretary
- Routine directors’ resolution
- Monitoring of annual return filing deadline and submission
- Preparation of minutes for Annual General Meeting (AGM)
- Filing of annual return with ACRA
- Maintaining Registers and Minute books
Non-routine works, such as share transfer, allotment of new share capital, change of company name, amendment of constitution, etc are not included in the annual fee package as they are not required by every company. As such, there will be a fee for these services ranging from $80 onward depending on the nature of work.
Common questions asked about accounting service
We try to be transparent on our pricing as much as possible. However, as accounting services are different from others services, each company has a different set of requirements, volume of transactions and complexity. We will try to understand the details of your requirement to provide our best quote. Rest assured that our prices are very competitive.
Yes, we can help you to migrate your accounts to Xero.
You must register for GST if your taxable turnover is:
a. Under the retrospective view, more than $1 million at the end of the calendar year, or
b. Under the perspective view, expected to be more than $1 million in the next 12 months
You are required to retain the accounting records and supporting documents for five years.
Common questions on compilation and XBRL report
A compilation report is an unaudited financial statement. A full set of compilation reports should include explanatory notes and accompanied by the Directors’ Report and the Statement by Directors. The report is prepared in compliance with the Singapore Financial Reporting Standards. Today, many companies opt for compilation of financial statements.
Yes, a compilation report is sufficient for income tax filing to IRAS and annual return filing to the Accounting and Corporate Regulatory Authority (ACRA).
A small company can be exempted from statutory audit if it is a private company and meets at least two out of three criteria below:
- Total revenue ≤ S$10 million
- Total assets ≤ S$10 million
- Number of employees is ≤ 50
A small group is one that meets at least two out of the three quantitative criteria mentioned above on a consolidated basis, for the last two consecutive financial years.
XBRL represents for Xtensible Business Reporting Language. It is an internationally recognised language for the electronic communication of business information.
The online filing process can be time-consuming and difficult for someone who does not do this every day. Outsourcing this to a professional firm helps to eliminate the hassle of figuring out how to use the online filing system and the potential filing errors.
All Singapore (SG) incorporated companies are required to file financial statements (FS) with ACRA, except for those which are exempted. Some companies will file a full set of FS in XBRL format, while some others will file key financial data in XBRL format and a full set of signed copy of the FS in PDF. Only the following companies are exempted to file XBRL report:
- Solvent Singapore incorporated Exempt Private Companies (EPCs)
- Singapore incorporated companies limited by guarantee
- Foreign companies with Singapore branches
Common questions on nominee director
No, the nominee director is appointed simply to satisfy Singapore’s regulatory requirements. He/she will not involve in the company’s financial and operational matters. He will not be authorised to manage your bank account. A service agreement needs to be signed between the company and nominee director to confirm the terms of the services.
Beside caring the duty and responsibilities as a company director. A Nominee Director (“ND”) undertakes significant risk. If the company breaks the law, the ND is also on the hook with Singapore authorities. Serious breaches of the law by the company can result in the prosecution of the ND. Of course, Singapore authorities in such cases will also go after foreign owners and directors and prosecute them to the full extent of the law.
Shareholder, as an investor has no significant risk except for the risk of lost of the investment value.
No, the nominee director will not hold any shares unless there is a separate service agreement to hold the shares in trust.
For the directors we recommend, we have known them for years and they are very reliable. In any case if the nominee director is not contactable at all, the board or the shareholders may pass a resolution to remove him/her.
Common questions - corporate bank account
For companies with foreign shareholding, banks may take 3-4 weeks or even longer to process the account opening application.
Minimum balance requirements vary from bank to bank and normally range between S$1,000 – S$50,000.
Yes, banks in Singapore offer internet banking facilities. You can operate your bank account fully remotely.
Not necessary, more and more banks are open to conducting video call with the directors and account signatories instead of an physical meeting to open the bank account.
Yes, digital banking is becoming a popular option for Singapore companies. Digital banks (e.g. Wise – formerly TransferWise) operate exclusively online and have no physical branches. So customers of these institutions can manage their finances entirely from smartphones and computers. Digital banking offers numerous advantages for businesses, such as fast account opening, low initial deposit requirements, low fees, fast and cheap international transfers, easier management of multiple currencies.
Yes, you can open an account in multiple currencies (SGD, USD, EUR, GBP, AUD, HKD & etc). The account is registered under one username and token id. Therefore, you will not require any additional token to access the internet banking.
Yes, more than one person can be authorized to operate the internet banking. Additionally, you can define their role and give them only specific rights in the internet banking transaction. For example, you can make a person the Preparer, which means that he/she can only prepare, the transaction, but is not authorized to approve the transaction.
Singapore banks do not impose restriction on remitting funds in and out of the country. However, if the transaction is not in-line with your business, the bank may ask for supporting documents for review.
Bank account is subject to review and approval by the bank’s regulatory compliance department. If you are just incorporating a shell company with no legitimate real business activity, you are less likely to succeed in opening a bank account. However, if your reasons and purpose are legitimate, and other information provided to the bank is satisfactory, such as background of company stakeholders is clean, business structure is transparent, and you have a regional present, you should not have any problem with opening the bank account.
Beside the normal Know Your Clients (“KYC”) review, every Singapore bank has to perform a mandatory detailed Customer Due Diligence (“CDD”) for all new applicants before it can accept them as clients. The CDD process involves verifying the identity and background of the company’s key personnel, source of funds, legal structure of the company, nature of the company’s business, etc. Onboarding also includes checks for Politically Exposed Persons (PEP) and Adverse Media risk assessment.
If the CDD process raises any alerts, the banks can ask for additional clarifying information or deny the account opening outright.
The more information you can provide the bank about yourself and your company’s plans, the easier it will be for the bank to understand your business model. Provide information about your business activities, your prior professional experience, potential clients, and the nature of your banking transactions, link to your website, and a business plan for your proposed business if you have one handy. If easily available, provide reference letters from previous business banking relationships. If there is anything complex in your background or your shareholder structure, you need to provide the with the clear organisation chart and supporting so that they can chase to the ultimate individual beneficial owners.
Common questions on payroll
There are two statutory requirements (or payroll taxes) for employers in Singapore as regards to their contribution per employee:
1. Central Provident Fund (CPF) contributions, which are payable only to Singapore Citizens and Permanent Residents. Employers and employees contribute 17% and 20%, respectively, of ordinary monthly wages, up to an income ceiling of SGD 6,000.
2. Skills Development Levy (SDL), which is payable for all employees, and is used to support workforce upgrading programmes, as well as provides training grants to employers.
Yes. As of 1 April 2016, all employers must issue itemised pay slips to employees covered by the Employment Act. Hard or soft copies are acceptable, and should include details such as the date of payment, basic salary and allowances, overtime pay, salary period, as well as deductions made. Failure to do so will result in a fine.
In Singapore, employers are expected to keep two years of such records for all employees. Records of ex-employees must be kept for one year after they leave employment.
In accordance to the Employment Act, Company must pay salary at least once a month and within 7 days after the end of the salary period. There are exceptions for overtime, resignation without notice and other situations.
No, employers do not pay income taxes for their employees. Employees are solely responsible for income tax payments.
