1. What are the legal requirements for incorporation of a company in Singapore?
Director:
Every Singaporean based company must have minimum one director who should be Singapore Citizen or Singapore Permanent resident or Employment pass holder. Foreign nationals can be appointed as directors in addition to the local director. Any person who is 18 years + of age can act as a director. However the undischarged bankrupt or people convicted of any malpractice can not be appointed as a director. Director is like manager of the company. Director (or board of directors) to Oversee the operations of the company.
Shareholder:
A private company needs minimum one shareholder. A shareholder can be a resident in Singapore or a foreigner. A Foreign Corporate can also be the sole shareholder in the company. Shareholders are like owners of the company. They usually do not actively operate in day to day operations of the company. Note 100% foreign shareholding is allowed in Singapore companies.
Company Secretary:
A company secretary must be a natural person who is ordinarily resident in Singapore who needs to be appointed within six months of incorporation. Secretary is like administrator of the company, who takes care of all compliance aspects.
Share Capital:
Minimum share capital required to print $ 1
Local registered address for the company
Every company needs to provide local Singapore address to register a company. This address can not be a PO box address.
If you check these requirements carefully you will notice that a foreigner can satisfy only two requirements out of it. Becoming a shareholder and bringing in share capital.
So in this case we can help you to satisfy all other requirements
1. We will incorporate company for you in Singapore
2. We will provide a Company secretary for your company
3. We will provide you a registered office address in Singapore and
4. We will provide you a nominee director to act as a director of your company
2. What is a Nominee Director?
While points 1 to 3 above are quite straightforward and instinctively clear to everybody, people usually get questions about nominee director. Dictionary meaning of the word nominee is "A person or organization in whose name a position or an asset is registered though true ownership is held by another party".
As you can see a nominee director is a Singapore citizen or a permanent resident which we provide only for the namesake to satisfy the legal requirement. Other than providing his name as a director and besides signing some forms during incorporation process this nominee director is in no way involved in your business.
Some of the concerns foreign entrepreneur or Nominee Director has;
1. What this nominee director can and can not do?
2. Will he have the authority to withdraw any funds from the bank account?
3. Will he be taking any business decisions? Will he interfere in my business?
At the same time the nominee director also has a concern like:
1. What if this company engages in any business activities which are illegal in Singapore
2. What if this company does not pay nominee director charges on time?
Indemnity agreement;
To solve these above concern an indemnity agreement is signed between the foreign entrepreneur and our company as a nominee director service provider. This agreement principally states;
1. Foreign entrepreneur also to be listed as director of the company (note Singapore requirement is to have at least one resident director, but in addition to this any number of foreign directors can be appointed).
2. This foreign director (means you) will be responsible for all the operations of the company
3. This foreign director will ensure all the laws of Singapore are followed
4. Nominee director will not be involved in any operations of the company
5. Company to provide printed bank statements to nominee director periodically (This gives an assurance to nominee director that company is in genuine business).
3. Company incorporation + Annual Nominee Director Service
Suitable for Foreign company which has no plans to hire a local employee (Singapore citizen/PR/EP holder) or to relocate any staff to Singapore. Company/entrepreneur in that case will operate solely from home country, and will avail local nominee director service from our on an annual basis.
Company incorporation + Employment pass
Suitable for Foreign company that has plans to relocate a qualified professional staff to Singapore as a director or a senior manager. The staff should have requisite qualification, experience & company promises to pay requisite monthly salary to him. You will still need to avail our Nominee Director service for a short period of about 3 months. In this period the employment pass processing for your employee needs to be completed. Relocated employee then subsequently become Director of this Singapore entity.
4. There is still one more thing to go through before we come to rates. Minimum annual compliance and reporting you must do for your company.
What every Singapore company must report every year?
Every company must maintain books of accounts, store all invoices and expenses with receipts and produce a Profit and Loss Account and a Balance sheet at the year end. (This activity you can do it yourself. Especially you have accounting staff in your home country)
-IRAS Compliance: Report your financial results & taxable income to Inland Revenue (Income tax Department). As a foreigner you will not be able to do it yourself as you do not have access to IRAS online system. You will need our help to do it on your behalf.
-ACRA Compliance: Conduct the AGM and report status of affairs of your company to Corporate Registry Authority. As a foreigner you will not be able to do it yourself as you do not have access to ACRA online system. You will need our help to do it on your behalf.
