Olimea Advisory

This comprehensive guide will help you in understanding the process involved in starting a business in Singapore regardless of whether you are a local or a foreigner. Singapore is not just a well regarded business friendly destination, it is also highly compliant in its fight against Anti-Money Laundering and Terrorist Financing. In addition, there are several compliance requirements that needs to be adhered to and businesses will be subject to severe penalties if filings are not done promptly.

In Singapore, the best way to start or relocate your business is to set it up as a private limited company. As a separate legal entity you can be rest assured that your liabilities are only capped at the amount of capital that the company has put it. In addition a Pte Ltd company provides an efficient tax structure which will help lower your taxes significantly. Given that foreign firms are not allowed to self-register their company here, they need to ensure that they appoint a trusted firm to help them meet the required compliance requirements for all their corporate secretarial requirements as well as ensure that they are managing their taxed in the most efficient manner.

Olimea Advisory is not just any fly by night firm. We are a reputed boutique firm who will provide sound advice and on the ground execution support to help you wade successfully through the complex and tedious registration process in setting up your company at a very reasonable cost.

In addition we are also the local office for the International Trade Council which is a 64-year-old peak body Chamber representing and with a direct reach to more than 79 government trade and investment agencies, 418 chambers of commerce, 29000 businesses, 13000 investors and 2.4 million newsletter subscribers in 176 countries. As a client of Olimea, you will be entitled to a discounted ITC membership which will open up a wide range of benefits to help you succeed.

Here are some of the requirements for Registering a Company in Singapore that you need to take note of and feel free to contact us should you need further assistance on any of the services below.

Individuals who are 18 years old or above need to follow the following procedures as required by Singapore's Accounting and Corporate Regulatory Authority (ACRA) for registering their business in Singapore:

A. Choosing the Company Name

The applicant needs to choose a suitable name and we can assist in submitting the same electronically through a registered filing agent in ACRA's BizFile+ system for approval. The incorporation will proceed once the approval is received.

B. Company Type

The applicant needs to define the structure of his company. There are various types of company structures to choose with the most popular being a private limited company structure from which he can choose from and a quick summary is as follows:

a. Private Company :

- Private Company (which is limited by Shares) : This type of company has a maximum of 50 shareholders.
- Private Company (Exempt by Minister) : It has a maximum of 20 individual shareholders with no corporation listed as a shareholder and it has been deemed as exempt by the Minister.

b. Public Company :

- Public Company (which is limited by Shares) : This has more than 20 shareholders and they typically raise capital through share or debenture offerings to the public.
- Public Company (which is limited by Guarantee) : It has members instead of shareholders, and is created for carrying out non-profit making activities.

C. Directors and other Key Personnel:

Once the company structure is decided, the next step is to appoint key personnel in your company for day-to-day operations. Following are the positions that need to be created for this purpose:

- Executive Director : The Executive Director is a person who is in charge of the day-to-day activities of the company. He should be at least 18 years old, a legal citizen of Singapore or a legal resident.
- Nominee Director : A Nominee Director is responsible for ensuring that the company is in good standing and adheres to all the compliance requirements. Should there be any doubts, in the integrity of the company, it is the responsibility of the nominee director to alert the relevant authorities or they could be held liable. The Nominee Director shall not be required to participate, in any manner whatsoever, in the management or decision-making of any End-Client company and shall not be required to sign or execute any agreement, assurance, guarantee or other documents which would incur or in any way impose any personal liability on the Nominee Director whether as a principal or guarantor, notwithstanding that the same is purportedly for the benefit of the End-Client or any other third party.
- Company Secretary : Within 6 months of incorporation, the company should select a Company Secretary who should be a citizen of Singapore and who fulfills the requirements of the Companies Act. A company secretary can also be the nominee director should there be another director within the company.
- Chief Executive Officer : The Company can appoint a Chief Executive Officer or a Managing Director to run the daily operations. This person need not be appointed with ACRA.
- Auditor : Unless exempted under the Companies Act, each Company must appoint an Auditor within 3 months of incorporation.

D. Shareholders

The Company should have a minimum of 1 shareholder and a maximum number of shareholders depending on the company type or structure that has been decided. Along with their personal details, the Company should also provide the total amount paid by the shareholders for their shares.

While there is no minimum paid-up capital requirement, the minimum issued capital should be $1.

Generally, the company would issue two types of shares - Ordinary Shares and Preference Shares.

E. Registered Office Address

While submitting an application, the applicant needs to provide a registered address. This address should be a valid address (and not a PO Box) accessible by the normal public; however, need not be the place where the operations are carried out. With respect to Olimea Advisory, in addition to having an address within the reputed CBD area of Singapore, we have partnered with a key technology provider in ensuring that all of the mails received are easily accessible online with a simple login.

F. Constitution

During the application process, the applicant has to ensure that they have a constitution of the company (either created by the applicant or can be modified using our Standard Constitution Template) This is a legal document that contains the following information:

- Key Objectives and Characteristics of the Company
- Rules and Regulations
- Details of operations and how they will be carried out
- Responsibilities and rights of the directors and key personnel

G. Determining the Financial Year

The applicant must decide financial year for which it determines its corporate filings. Generally the dates are March 31, June 30, September 30 or December 31.

H. Guidelines for a Foreigner Who Wants To Start a Business in Singapore

Foreigners who are looking to set up their business in Singapore look for someone who are able to provide them the necessary advice with integrity that is devoid of corruption.

As with a normal company, you need to decide the type of company that you desire to incorporate. The application needs to be submitted via the ACRA online portal, which requires a SingPass. Since this pass can be obtained only by Singapore nationals, it is imperative that you hire a professional services provider, such as Olimea Advisory who will walk you through the entire process of registering a company in Singapore.

The following information is needed for the registration:

- Name of the Business
- Nature of Business Activities
- Paid-up Capital (Minimum S$ 1)
- Registered Office Address (Local)
- Details of Shareholders
- Details of the Directors

Foreigners have two options for operating their company in Singapore:

- Running the Business in Singapore from Overseas - This is for cases where the foreigner chooses to stay abroad and run the business in Singapore.
- Running the Business while staying in Singapore - This for cases where a foreigner sets up a wholly-owned subsidiary in Singapore and chooses to work in Singapore and hire local talent.
  - - Running the Business in Singapore from Overseas
      If you are a foreigner interested in setting up a business in Singapore and would prefer to operate the same remotely, you would need to ensure that you appoint at least 1 Director who is a resident of Singapore. All other requirements for incorporation remain the same as that of setting up a local company.
    - Running the Business while staying in Singapore
      If you have decided to move to Singapore and start a business, then as mentioned above, you need to engage the services of a registered filing agent to help you with your compliance requirements and look to appoint a director who is a resident of Singapore. In addition, you will also have to obtain an Emloyment Pass or an Entrepass which would enable foreign entrepreneurs to operate new businesses in Singapore. All other formalities of the registration remain the same.
      
      Olimea would be able to help you in the following:
      
      Assist in the provision of a local director
      
      Handle the necessary formalities for incorporating your company and acquire the required work permits to let you have a hassle-free experience. Depending on your local bank, you would be required to be present while opening your bank account.

The Company Registrar will need the following information and documents:

- Name of the Company
- Brief Description of Business Activities
- Details of the Shareholders
- Details of the Directors (We can help fill in the local director information on your behalf)
- Registered Local Address (We can help fill in this information)
- Details of the Company Secretary and other Key Personnel (We can help fill in this information)
- Memorandum and Articles of Association (MAA) - We will be able to provide this.

Olimea will then collect the below mentioned documents to assist you in registering your company at a reasonable cost.

Non-Residents (Foreigners)

Copy of your Passport

Overseas Residential Address Proof

Other than Know - Your-Client (KYC) information such as a bank reference letter, personal and business profile

Singapore Residents

Copy of your SingPass - Singapore Identity Card

Corporate Entity Shareholder

Certificate of Incorporation

Memorandum and Articles of Association

If the above documents are in any other language, you will need to ensure that they are translated to English before providing them to us.

Registration Procedure and Timeline

Generally if everything is in order, we can proceed with the registration process.

Should you appoint us, we will take care of the same and ensure that all the necessary compliance matters are adhered to.

The following procedure needs to be undertaken to register the business:

Choosing a Business Name

You need to choose a name for your business that suits the nature of your activities. Once you select a name, we will run it through BizFile+ to check if it is available. The name will be approved in a day except for the following reasons:

- It is identical to other registered businesses in Singapore.
- The name contains terms which are vulgar, offensive or obscene.
- The Ministry of Finance has prohibited it by order.

Registering the Name & Specifying the Business Activity

Before incorporating your company, you need to reserve your name and this will be held valid for 120 days during which time the company needs to be incorporated or else it will be made available to the public. In a few instances, the name will be forwarded to the necessary authorities for their review and approval.

While registering the name, the nature of the business should also be mentioned. You need to search for the relevant business codes (aka SSIC) to denote the primary and secondary business activity of your company.

Once your name has been approved, we can proceed to incorporate the company with all related government fees included in our costs. We will ensure that the incorporation is done in a compliant manner with all the necessary documents and signatures required for the same.

In rare cases, the relevant government authorities will perform additional investigations if needed.

Documents Issued Post-Registration

After your company has been successfully registered, the following documents will be issued.

Certificate of Incorporation

Once the company is incorporated, you will officially receive your company registration number via email directly from the regulatory Authority along with your official certificate of incorporation. A soft copy constitutes to it being a legal document. However should you require a hard copy, we can help you obtain the same for an additional fee.

Company Business Profile

We can also get you an updated business profile from ACRA. This document can be sent to you via email and it will contain the following information.

- Company name and Registration number
- Previous names for the company (if applicable)
- Incorporation date
- Principal activities
- Paid-up capital
- Registered office address
- Details of the Shareholders
- Details of the Directors
- Details of the Company Secretary

Once you have completed the incorporation procedure, Olimea will help you in completing all the other supplementary tasks as follows:

- Opening a Corporate Bank Account
- Lease Office Space and set-up communication lines
- Obtain Share Certificates of each Shareholder
- Obtain a Share Register
- Obtain a Company Seal and Rubber Stamp

Opening a Corporate Bank Account

Having the right bank would assist you in conducting your financial transactions. After Covid 19, increasingly banks are moving towards remote bank account openings however its always good to meet the bankers in person to build a strong relationship. We can certainly assist you in your bank introductions.

Obtaining Special Licenses

In Singapore, certain businesses require a special license. We can help you in obtaining the following licenses:

- Restaurants
- Educational Institutes
- Travel Agencies
- Financial Services
- Import/Export of Goods
- Employment Agency

Goods and Service Tax (GST) Registration

Once your company starts the business, you will have certain tax obligations. You will have to register for GST if:

- If your turnover (taxable) for the past three calendar quarters prior to January 2019 exceeds S$1 million.
- If your turnover at the end of the calendar year exceeds S$1 million.

We can help you in registering for GST.

Annual Filing and Income Tax Requirements

All registered companies need to follow the Annual filing requirements as stipulated by the Singapore Companies Act as well as the Income Tax Filing decreed by the Singapore Income Tax Act. We can assist with both these filings.

We hope you found the guide useful and we look forward to working closely with you once you choose to set up your business in Singapore.