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 Offshore Company formation Singapore

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Offshore Company Formation Singapore: Professional offshore incorporations and offshore banking services

Offshore Company Formation singapore

Singapore Introduction

Most types of Singaporean company are formed under the Companies Act (Cap 50 of the 1994 Revised Edition of the Singapore Statutes).

 


Singapore Private Company Limited by Shares

Also known as a Pte Ltd company, the Private Company Limited by Shares is the most common business structure used in Singapore. The company is a separate legal entity in its own right, and so shareholders are not liable for its debts. The maximum number of shareholders allowed is 50. Although 100% foreign ownership is allowed, at least one director must be a Singapore citizen, resident or employment pass holder. Newly set-up companies can benefit from a reduced corporate income tax rate of 0% to 8.5% on chargeable income of up to SGD300,000 in their first three years.

A Pte Ltd company must register with the Accounting and Corporate Regulatory Authority (ACRA). The registration fee is SGD300, plus SGD15 for company name approval. Accounts must be audited annually and filed with ACRA. An annual tax return must be filed with both ACRA and the Inland Revenue Service of Singapore (IRAS) within one month of the company’s annual general meeting.

 


Singapore Exempt Private Company

An Exempt Private Company (EPC) has a maximum of 20 shareholders, none of which may be a corporation (either directly or indirectly). An EPC with annual turnover of up to SGD5m is not required to audit its accounts; audit requirements apply to those with annual turnover above SGD5m. Accounts do not need to be filed with ACRA, although an Exempt Company Certificate declaring the EPC’s solvency status must be submitted. An annual tax return must be filed with both ACRA and the IRAS within one month of the company’s annual general meeting.

 


Singapore Public Company Limited by Shares

A Public Company Limited by Shares is a locally incorporated company. There is no limit on the maximum number of shareholders, and it must have the word “Limited” as part of its name. Such companies are often listed on a stock exchange and raise capital by issuing shares and debentures. The company must register a prospectus with the Monetary Authority of Singapore before making public offers of shares and debentures.

The company must register with ACRA. The registration fee is SGD300, plus SGD15 for company name approval. Accounts must be audited annually and filed with ACRA. An annual tax return must also be filed with both ACRA and the IRAS within one month of the company’s annual general meeting.


Singapore Company Limited by Guarantee

A Company Limited by Guarantee carries out non-profit-making activities for the public or national interest. It has no share capital, and therefore usually consists of members rather than shareholders.

The company must register with ACRA. The registration fee is SGD600, plus SGD15 for company name approval. Accounts must be audited annually and filed with ACRA. An annual tax return must also be filed with both ACRA and the IRAS within one month of the company’s annual general meeting.

 

 

Singapore Branch, Subsidiary and Representative Office

A foreign company may establish a Branch or Subsidiary in Singapore.

The foreign company’s head office is ultimately responsible for a Branch. Moreover, a Branch does not benefit from tax incentives and exemptions enjoyed by local businesses. The Branch must bear the same name as the head office, and must have a registered office address in Singapore. Two ordinarily resident agents in Singapore must be appointed by the Branch to accept notices and services of process. Earnings and capital can be repatriated to the parent company, and income attributable to or derived from activities outside of Singapore are not subject to Singapore corporate income tax. A Branch must be registered with ACRA; registration fees are SGD300 for a foreign company with share capital, or SGD1,200 for one without share capital, plus SGD15 for name approval.

Alternatively, a foreign company can establish a Subsidiary as a locally incorporated private limited company, with the parent company as its majority or only shareholder. The Subsidiary is a separate legal entity from its parent, and its liabilities do not extend to the parent. The Subsidiary can benefit from the same tax incentives and exemptions as local companies. See under “Private Company Limited by Shares” for registration and filing requirements.

A Representative Office cannot trade in Singapore. Instead, it undertakes marketing and oversight activities in Singapore on behalf of the foreign parent company. Depending on the activity the Representative Office represents, it must register with either International Enterprise Singapore or the Monetary Authority of Singapore.

 


Singapore General Partnership

A General Partnership may consist of between two and 20 partners. If the number of partners exceeds 20, the business must register as a company. Each partner is liable for the debts and obligations of the partnership, and can be held responsible for the other partners’ actions. A General Partnership must register with ACRA. The registration fee is SGD65.

 

 

Singapore Limited Partnership and Limited Liability Partnership

A Limited Partnership consists of at least two partners, with at least one general partner, who is responsible for the actions, debts and obligations of the partnership, and at least one limited partner, who is liable only to the extent of his or her agreed contribution. The partnership must register with ACRA; the registration fee is SGD50, plus SGD15 for name approval.

A Limited Liability Partnership has separate legal identity much like a Private Company Limited by Shares, whereby the partners are not liable for the partnership’s debt. However, a partner may be held personally liable for losses resulting from his or her wrongful act or omission; but, unlike in a General Partnership, a partner cannot be held liable for the wrongful act or omission of another partner. Limited Liability Partnerships must register with ACRA; registration fees are SGD100 for conversion from another business entity, SGD150 for registration of a new Limited Liability Partnership, and SGD25 for a change of name or SGD15 for name approval. The partnership must lodge an annual declaration with ACRA stating whether it is solvent or insolvent; it is not required to lodge its accounts with ACRA.

 

 

Singapore Business Trust

A Business Trust operates a business enterprise, but is created by a trust deed. A trustee manager holds legal title to the Business Trust’s assets, and manages them on behalf of the unit-holders, who hold the beneficial interest in the assets. This entity is particularly useful for businesses with large capital outlays, such as those in property or shipping. Distributions can be paid to unit-holders out of operating cashflows (and not from profits, as for companies in relation to dividend payments).

If units in the Business Trust are to be offered to the public, the trust must register with the Monetary Authority of Singapore.

 

 
 
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