There is no offshore legislation in Singapore. All private limited companies are incorporated under the same legislation – Singapore Companies Act, Chapter 50, whether they are doing business locally or offshore.
A private limited company is incorporated under the Singapore Companies Act, Chapter 50 and registered with Accounting & Corporate Regulatory Authority (ACRA). A Singapore Company is a separate legal entity from its owners and as such the owners of the company are generally not liable for the debts of the company.
The most common type of company to be incorporated in Singapore is the private company limited by shares, commonly known as a private limited company. Shareholder’s liability, in most cases, is limited to the amount they paid for.
Singapore private limited companies must use the suffix Pte. Ltd or Ltd. to denote limited liability. Names which suggest any connection to the UK head of state are generally prohibited and certain words which suggest specialist activity can only be used when the appropriate licenses have been obtained e.g. bank, financial institution, insurance, fund management, university, Chamber of Commerce and other similar names. Name resembling names of existing companies or which are undesirable or politically sensitive will be rejected.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is incorporated in Singapore by application made to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.
With effect from 1 April 2004, there must be at least 1 shareholder who can either be an individual of any nationality or a corporate body. Details of the shareholders must be filed and appear on the public file, but anonymity can be preserved by the use of nominee shareholders. Shares must be expressed in a fixed amount. Bearer Shares or No Par Value shares are not permitted.
There is no specific minimum capital requirement. The recommended authorized share capital is S$ 1,000. The minimum issued capital is one share of par value.
With effect from 1 April 2004, Singapore private limited company is allowed to have minimum one director who must be “ordinarily resident in Singapore” i.e. a Singapore Citizen, a Singapore Permanent Resident or a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass. It is usual practice to have more than one director in the company, where foreign directors can be also appointed. Details of the directors appear on the public file, but anonymity can be preserved by the use of nominee directors. The director and the company secretary cannot be the same person. Corporate directors are not permitted.
REGISTERED OFFICE AND SECRETARY
Every company, registered in Singapore is required to have a registered office and address there, which should be notified to the Registrar. Companies are required to appoint a qualified resident company secretary, who must be a natural person.
Company meetings need not be held in Singapore. A new company must hold its first Annual General Meeting (“AGM”) within 18 months. Thereafter, the company must hold its subsequent AGM in every calendar year, and not more than 15 months from the last AGM.
3 – 7 working days.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of Secretary and registered office
- Provision of Annual Return