Frequently Asked Questions

Covering all elements of Company Formation and much more
Frequently Asked Questions

We have actually put together a thorough list of frequently Asked Questions covering all elements of Company Formation and much more.

Accounting

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:

  • banks, insurance and finance companies regulated by the Monetary Authority of Singapore (MAS),
  • solvent exempt private limited companies,
  • companies that are allowed by law to prepare their accounts in accordance to financial reporting standards other than the Singapore financial reporting standards and the international financial reporting standards,
  • companies limited by guarantee and
  • foreign companies and its local branches.

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.

You are required to keep records of your accounts, including invoices, receipts, bank statements and any other documents that are incidental to your accounts for a minimum period of 5 years. You may keep the records in soft-copy format.

For a company, the directors are responsible for the state of accounts of the Company. In fact, the directors are required to sign off on the Financial Statements to confirm that the accounts are done up properly.

For a sole proprietor or partnership, the business owners are responsible for the accounts of their businesses.

Company Structure

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 Constitution 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 minimum share capital requirement for a Singapore Company is $1. However, it is almost certain that for most companies, the business cannot start with just $1 start up money. Remember that Share Capital refers to the money you are GIVING to the Company to allow the company to start operations.

Generally, $1 companies do not convey much confidence if your potential customers/suppliers/business partners/landlord purchase your company profile and see that your share capital is $1. As a guide, share capital amount should be estimated as the sum of the expected expenditures the company needs to incur before it is self sustaining. So, if you plan on hiring 5 workers from day one, it is wise to ensure your capital amount is sufficient to pay their salaries for an X number of months.

For certain cases where your business involves tenders for government projects where projects you are allowed to bid for are limited by criteria which will likely include your share capital amount, a higher capital amount will be needed. Similarly, if your business requires certain licensing which involves having a minimum capital of $X, you will need to maintain that amount in order to get the license.

Broadly speaking, small scale businesses that do not require a physical shop front and are owner-operated typically do not have high capital amounts. These companies can operate just fine with a capital amount of between $500 to $5000. If the business involves purchasing assets before business can commence, a good capital amount will be the sum of these expenditure plus 3 – 6 months of operating expenses budgeted.

Finally, when the capital has been used up, in order to keep the business running, the shareholders may need to inject loans to the company to ensure that the company can continue to make its payments when due.

We get this question quite often from new entrepreneurs. We understand that it looks good when your customer sees your business profile with a $500K to $1M share capital. However, you must bear in mind that whatever amount you declare as share capital, represents monies that you are GIVING to the company. This means that the money no longer belongs to you legally.

By declaring a $1M capital, a shareholder is effectively declaring that he is now owing the Company $1M, until this $1M is fully funded in the company as paid up capital. This has the risky effect that if business did not turn out as planned, creditors have to right to force the shareholder to cough out the $1M because the creditors may argue that they enter into a business relationship with your company because it appears to be well funded via a high share capital. This will defeat the purpose of running a company because a company in essence should shield business risks from the personal assets of the shareholders.

It is a golden rule that whatever amount you declare as share capital, you should be able to adequately fund it.

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 must be at least 18 years of age and
  • You must not be an undischarged bankrupt or you must obtain the permission of High Court or the Official Assignee if you wish to form a business entity in Singapore.

You can refer to our section on Business Entities 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.

Corporate and Regulatory Compliance

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 Constitution of the company. As the tasks may be quite extensive, we will highlight the common tasks usually performed by the company secretary:

  • Maintaining of Statutory Registers and Minute Books
  • Preparation of Minutes and Resolutions for Annual General Meeting
  • Preparation and Filing of Annual Returns

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

  • Accounting and Corporate Regulatory Authority of Singapore (ACRA) for business and company compliance matters
  • Inland Revenue Authority of Singapore (IRAS) for tax matters.
  • Central Provident Fund Board (CPFB) for submission of CPF contributions for yourself and/or your staff members.

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.

Starting a Business

For Singaporeans and Permanent Residents, you will just need to bring along your NRIC. For foreigners, a copy of your passport and a copy of bank/credit card statement which indicates your place of residence. Information that you need to confirm before setting up a company are:

  1. Name of Company
  2. Business Activities of the Company
  3. Share Capital Amount and Corresponding Number of Shares
  4. An address for your Company (We do provide registered address services)
  5. People involved who will be directors and/or shareholders (with their allocated shareholdings)

Yes you can. The company can be set up if you are able to act as a director of the Company to satisfy the local director requirement. During the setup process, if your overseas business partner is able to visit Singapore, you can then come down to our office together. Do remind him to bring along his or her passport and a copy of his bank/credit statements as proof of residence. If your overseas business partner cannot come to Singapore, we will prepare a copy of Letter of Intent to set up a company for him/her to get it notarized (together with his passport) in his country. We will set up the company after receiving the original notarized documents. Alternatively, we may also do video calls (subject to recording) where available to verify the identity of the overseas partner.

A Singapore company requires at least One Local Director. The director is a company officer who is fundamentally responsible for the ongoing operations as well as to ensure regulatory compliance are met locally.

You will only be able to set up a Singapore Company if you are able to secure a local partner who must be a director of the Company. Do note that the local Director cannot be removed nor resign on his/her own accord if you do not have another incoming local director.

It really depends on how small, risky or profitable your business really is and whether operating through a business vehicle will improve your sales opportunities. Do take note that regardless of whether you have a business vehicle or not, your income earned needs to be reported for tax submission.

A sole proprietorship or partnership does not limit business risks and thus may affect your personal assets. These modes are suitable for businesses that are low in Risk, Profit and Volume. Income earned are subject to personal income tax. This means that if you are running a small business on top of your usual employment, your personal income subjected to tax will be the sum of your employment income and your business profits. Running a sole prop or partnership involves annual costs like renewal fees, accounting and tax.

A company is the best form of business entity if any of the expected, Risk, Profit and Volume is not low. Company profits are taxed under the corporate tax regime with different tax rates compared to the personal tax system. Running a company usually involves annual costs like company secretary, accounting and taxes to continually be compliant with the regulations. A company presents the best opportunity to grow your business as well as the added protection given towards your personal assets against business risks.

9 out of 10 Singapore companies are not required by law to appoint an auditor for the company.

You will need to appoint an auditor for your company if your company* are not able to meet at least 2 out of the following 3 criteria:

  1. Turnover of $10M or less
  2. Staff Strength of 50 or less
  3. Asset amount of $10M or less

*If your company belongs to a Group, the entire group must meet at least 2 of the above conditions to be exempt from audit. Every company in the Group will need to be audited if the conditions cannot be met.

Taxation

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 a company with financial year ending 30 Jun 2018, the Basis Period will be 1 Jul 2017 – 30 Jun 2018, and the Year of Assessment will be YA2019.

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 YA2018 tax assessment will be based on income derived from 1.1.2017 to 31.12.2017.

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 31.12.2017. You will need to submit your ECI by 31.03.2018 and file for tax for YA2018 by 30.11.2018.
Example 2: Your financial year end is 30.06.2018. You will need to submit your ECI by 30.09.2018 and file for tax for YA2019 by 30.11.2019.

A company needs to file ECI to IRAS withing 3 months from the close of the accounting year. It is actually a legal requirement for companies to file ECI. The main benefit of early filing of ECI is to enjoy the instalment plans granted for tax payments if you file early. Do apply for GIRO arrangement with IRAS beforehand to enjoy the instalment plan scheme.

  • File by 26th of 1st month after Financial Year End = 10 instalment periods
  • File by 26th of 2nd month after Financial Year End =   8 instalment periods
  • File by 26th of 3rd month after Financial Year End =   6 instalment periods

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.