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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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