A shareholder owns the company through the shares he holds whereas a director is in control of the day to day management of the business, and can exercise powers over the company, subject to the provisions of the Singapore Companies’ Act and the Memorandum and Articles of Association of the company.

A shareholder can choose to appoint himself as a director but a director need not be a shareholder of the company.

You need a minimum of 1 shareholder, who can either be an actual person or a corporate entity to form a company.

There is no requirement for the shareholder to be a local resident of Singapore. However, if you are a foreigner, you will need to engage the service of a professional firm like ContactOne to help you incorporate a company. You may wish to consider the incorporation services offered by ContactOne.

You will need at least one director who is a local resident of Singapore. In addition, a director must be a natural person and not a corporate entity.

Yes. A foreigner can be a director of a company in Singapore. However, you will still need to appoint a local resident as one of the directors of the company. You may wish to consider the nominee director service offered by professional firms like ContactOne. This method is suitable for you if you intend to run the business from overseas.

Should you wish to run the business in Singapore, you may wish to engage us to help you incorporate a company using our temporary nominee director service. We will subsequently assist you in the application for an Employment Pass for your position as a Managing Director of the company.

Yes. You must appoint a company secretary within 6 months from your company incorporation date. The company secretary must be a local resident and is a natural person. Singapore legislation disallows the use of a corporate entity to serve as a company secretary. You may wish to consider the company secretarial services offered by ContactOne.

Issued capital refers to share capital allotted to the shareholders.

Paid up capital refers to share capital that is fully paid up by the shareholders

The concept of par value and authorised capital has been removed from the Singapore Companies Act since 2006. As such, there is no requirement on authorised capital.

In order for you to start a business or incorporate a company in Singapore,

You can refer to our section on Business Entities available in Singapore for a clearer idea on the characteristics of the business vehicles for your business venture. Alternatively, you can contact us to seek further advice specific to your business needs.

A company secretary is in charge of ensuring that the company is in compliance with the compliance requirements stated in the Companies Act as well as the Memorandum and Articles of Association of the company. As the tasks may be quite extensive, we will highlight the common tasks usually performed by the company secretary:

The 3 regulatory bodies all business entities deal with are the:

There are various regulatory bodies which you may need to contact for application of licenses, permits or other approvals which are dependent on the nature of your business. You may wish to contact us to find out more about your regulatory requirements for your business.

A company is required to appoint an auditor within 3 months from its date of incorporation unless the company is an exempt private limited company. For other business entities like sole-proprietorship and partnerships, there is no requirement for you to appoint an auditor.

Your choice of company name has to be approved by ACRA before the actual incorporation of a company. Your choice of name will only be approved if it is not identical to the name of an existing company. Undesirable name choices will also not be approved.

For private limited companies, you will need to hold your first AGM within 18 months from the date of incorporation. Subsequently, the company is required to hold an AGM in every calendar year and not more than 15 months after the last AGM. The AGM date must also not be more than 6 months from the financial year end of your company.

You may hold the AGM anywhere you wish.

For partnerships and sole proprietorship, there is no requirement for you to hold any AGMs.

A registered address is the official or legal address of your business. All official documents will be sent to this address. The registered address of the company need not be the business address of the company.

It is a best practice to account for the operations of the business on a monthly basis. However, it is our view that frequency of accounting work performed should justify the volume of transactions specific to the company to ensure cost efficiency.

If you are a GST registered trader, you should update your accounting records at least once every 3 months to ensure that your quarterly GST submission is true and accurate.

You should account for the results of your business operations every year to ensure information submitted to ACRA and IRAS are true and accurate for the financial period submitted.

If you are running a private limited company, you will be required to submit a set of audited financial statements to ACRA for annual return filing and IRAS for tax filing.

If you are running an exempt private limited company, you will be required to submit a declaration of solvency to ACRA if your company is solvent. If your company is insolvent, you will need to submit a set of unaudited financial statements to ACRA. In both cases, you will need to submit a set of unaudited financial statements to IRAS for tax filing.

If you are in a partnership, there is no requirement to prepare a full set of financial statements. However, if your business turnover is more than S$500,000, you will need to prepare a certified statement of accounts to IRAS for tax filing.

If you are a sole proprietor with business turnover of more than S$500,000, you will need to prepare a certified statement of accounts to IRAS for tax filing.

You may wish to consider the accounting services offered by ContactOne to assist you in the preparation of financial documents.

XBRL stands for extensible business reporting language. XBRL filing is mandatory for all companies with some exceptions including:

If you are running an exempt private limited company which is insolvent at financial year end, you are required to file your accounts with ACRA under XBRL filing. If you need assistance on compilation of XBRL financial statement report, you can contact us for our accounting services offered.

Form IR8A is a report on each individual employee’s earnings which must be submitted to IRAS annually by a deadline stipulated by IRAS.

Put simply, the year of assessment is the year your income derived throughout the basis period is assessed and taxed. The basis period refers to the period during which your income is derived.

For personal income tax, you will need to file for tax by the 15th of April every year. The basis period assessable will be the full calendar year for the previous year. Example: Your YA2010 tax assessment will be based on income derived from 1.1.2009 to 31.12.2009.

For corporate tax, you will need to first furnish IRAS with an estimated chargeable income (ECI) within 3 months from the financial year end of the company. You will then be required to file for tax by 30 Nov of the year of assessment.
Example 1: Your financial year end is 31.12.2009. You will need to submit your ECI by 31.03.2010 and file for tax for YA2010 by 30.11.2010.
Example 2: Your financial year end is 30.06.2009. You will need to submit your ECI by 30.09.2009 and file for tax for YA2010 by 30.11.2010.

GST stands for Goods and Services Tax which is an indirect tax on domestic consumptions, similar to VATs of other countries. The GST tax rate is currently at 7%

It is a compulsory requirement for you to register as a GST registered trader if your business turnover exceeds/or will exceed S$1 million. You can also apply for voluntary GST registration if your turnover is not expected to exceed $1 million.

You may wish to consider the taxation services offered by ContactOne.

You may apply for an Employment Pass (P1, P2 and Q1) or a S Pass depending on various factors including salary and qualifications. You may wish to refer to our section on Employment Passes to find out more about the various passes available for you to work and live in Singapore.

If a Dependant’s Pass (DP) holder wishes to work in Singapore, the employing company is required to apply for a Letter of Consent (LOC). The DP holder can only begin working after the employing company has received the LOC.

If a LTVP holder wishes to work in Singapore, the holder needs to separately apply for a Work Pass (P, Q, S Pass or work permit).

You will only be able to source for work after staying for 1 year in Singapore under LTVP. Subsequently, you will need to separately apply for a Work Pass (P, Q, S Pass or work permit)