Singapore

Key Corporate Features
General Information
Company Information
Compliance

Key Corporate Features

General Information

Singapore is situated at the southern tip of the Malaysian Peninsula. Strategically located along the major shipping and air routes of Asia, it is the major nerve centre for trade and investments in the region. Spanning just over 600 sq km, Singapore though small, is undoubtedly an advanced and bustling economy. It thrives on an excellent infrastructure, highly educated labour force, political stability and an efficient business environment. Singapore is an ideal holding company and headquarters location and a gateway for foreign investments in to the emerging economies of Asia, such as China, India, Vietnam, Indonesia and Thailand.

Singapore has a population of approximately 3 million people. More than 75% are Chinese with the remaining 25%, mainly Malays, Indians and others. The different races live together with mutual respect and in racial harmony. The work force is well educated and hardworking and there is a high level of managerial and technical expertise available.

The People's Action Party, its single dominant ruling party since its independence in 1965, rules Singapore. There is no strong opposition party in Singapore. The Singapore Government vigilantly plans, manages and administers the country's socio-economic development. Singapore is one of the world's most politically stable and corruption-free countries.

Singapore has an excellent infrastructure with state of the art communication facilities and road transport system. It operates busy and efficient air and seaports and is a free port with no customs and excise duties on most items. Singapore is also one of the leading international financial centres. Offshore investors are well served by representatives of most major international banks, financial institutions, investment management companies and accounting and legal firms. The Singapore Government actively woos foreign investments with generous tax and financial incentives. This has successfully attracted numerous regional holding companies, corporate headquarters, business and service centres, group finance and treasury centres as well as investments in high tech industries, media and communications, shipping and financial service

The most commonly used official languages are English and to a lesser extent, Mandarin, Malay and Tamil which are also official languages.

The official currency is the Singapore Dollar.

There are no exchange controls.

The type of law is Common Law.

The principal corporate legalisation is The Companies Act, The Singapore Income Tax Act and The Economics Expansion Incentive Act.

Company Information

The types of company for international trade and investment are: resident or non-resident company, foreign branch operation or a representative office.

The procedure to incorporate is the following: submission of name approval, Memorandum and Articles of Association and details of shareholdings, registered office address and appointments of directors, company secretary and statutory auditors.

Generally there are no restrictions on trading except for financial services, education, media related or other politically sensitive businesses.

A company incorporated in Singapore has the same powers as a natural person.

The language of legislation and corporate documents is English.

Shelf companies are available.

The time to incorporate is about 8 days.

There are restrictions on names resembling names of existing companies or which are undesirable or politically sensitive.

The language of name may be chosen from any language in the Latin alphabet.

The suffixes to denote limited liability are: Private Limited or Pte. Ltd. for privately held companies; Limited, Ltd., Company Limited or Co. Ltd. for public companies.

There is no disclosure of beneficial ownership to authorities.

Compliance

The standard authorised share capital is S$ 100.000. Minimum issued share capital is S$ 2.

The classes of shares permitted are: ordinary shares, preference shares and redeemable preference shares.

The taxation is 22% on income sourced in Singapore. However, the effective tax rate can be reduced significantly (to 15%/10% or even 0%) for businesses that qualify for tax incentives. Foreign source income is not taxed unless remitted in to Singapore. However, with its extensive tax treaties and unilateral tax reliefs, foreign dividends received in Singapore may generally be redistributed out of Singapore tax-free to the foreign investors. In addition, Singapore's treaties are often negotiated very favourably and offer much reduced or even nil foreign withholding taxes on royalties, interests and dividends.

Singapore has an extensive investment protection agreement and double taxation treaty network. This includes most countries in the Asia-Pacific Region and countries in Europe, Africa and the Middle East. These countries include China, Indonesia, Thailand, Malaysia, Philippines, Vietnam, India, Japan, Korea, Australia, New Zealand, South Africa, United Kingdom, Netherlands, Germany, Switzerland, Sweden, France, Belgium, Finland and the United Arab Emirates. Singapore is also one of the very few countries to have a tax treaty with Taiwan. This explains the popularity of Singapore holding companies for Taiwanese investments in to China and the region.

The minimal annual statutory filing fees are approximately S$ 50.

For companies with annual turnover over S$2,5m, annual audited accounts are required to be filed with the Singapore Registrar. The accounts must be audited by Singapore auditors. For companies with annual turnover less than S$2,5m, annual accounts are required to be filed with the Singapore Registrar, but need not be audited.A minimum of two directors must be appointed, one of whom must be a resident individual.

Companies are required to appoint a resident company secretary, who must be a natural person.

For the purpose of incorporation, a minimum of two subscriber shareholders is required. Thereafter, the minimum number of shareholders is one if the shareholder is a corporation and two if the shareholders are individuals.

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