Singapore – Procedure of Incorporation

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 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 fully computerized.

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

Eltoma Corporate Services also require 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 e-mails Eltoma Corporate Services the completed Incorporation Form, Declaration of Beneficial Ownership Form and required KYC documentation.
• 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.

Eltoma Corporate Services provide the following post incorporation services:

• Bookkeeping & Accounting Services
• Annual Return & Filing Services

Please contact us if you require any information on our company maintenance services.

Timescale for Incorporation:

It takes approximately 5 working days to complete the registration process for a Singapore Company. The following process of legalization can take up to 7 working days. Once this has been completed the original documents are sent by courier.

Payment:

Upon commencement of incorporation Eltoma Corporate Services will send an invoice for 50% of the incorporation fees plus additional services requested (nominees, bank account opening etc). Upon completion the remaining 50% is due for payment.

In the beginning of every year we issue an annual invoice for US$2,150 to cover renewal fees which includes Registered Office, Company Secretary and Singaporean Local Director Fees (this is obligatory).

Company Administration Guidelines

Share Capital:

• Ordinary Shares and Preference Shares can be issued by a Singapore Company.
• Proper instrument of share transfer is required to register the transfer of shares in a Singapore Company.
• Shareholders must subscribe at least for two shares.
• 0.2% of stamp duty is charged on authorized share capital.

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 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 a resident. Eltoma Corporate Services can provide this service.

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 fulfil 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 / US$1,500.

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 bar etc.

Local Requirements:

• Every company in Singapore is required to have a registered office where a register of directors, shareholders, secretary and minutes of general and director meetings are kept. All changes have to be filed with ACRA within 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 document with ACRA. Eltoma Corporate Services can provide this service.
• An annual general meeting of directors of a Singapore company must be held within 15 months of the previous one.

Confidentiality:

• Details of the directors, shareholders, and company secretary are placed on public record.
• It is permitted to use nominees to maintain confidentiality.