Companies
Company Law
Singapore companies are incorporated pursuant to and governed by the Singapore Companies Act. Most companies are private companies limited by shares. Unlimited companies and companies limited by guarantee may also be incorporated. Some requirements for Singapore companies are set out below:
- Company name
Company names which are the same as or similar to existing names are not permitted. A holding company can, however, consent to its name being included as part of a subsidiary's name. Names of private limited liability companies must end with the words "Private Limited" or "Sendirian Berhad" or an abbreviation of the same. The name of a company can be changed in about 14 days.
- Share capital
The concept of authorised share capital and par value is abolished effective on 30 January 2006. Issued and paid-up share capital may be denominated in any currency. Separate classes of shares may be created with different rights. Only one shareholder is required to establish a company. Shareholders can be individuals or corporations. Shareholders need not be Singapore resident.
- Directors
Companies may have only one director. Directors must be natural persons and one director must be ordinarily resident in Singapore (Singaporean, Permanent Resident or Employment Pass Holder). The directors' particulars must be filed with the Accounting and Corporate Regulatory Authority (ACRA).
- Secretary
There must be a secretary who is a natural person and whose principal or only place of residence is in Singapore. The secretary may also be a director unless he is a sole director. The secretary's particulars must be filed with the ACRA.
- Registered office
Every company must have a registered office in Singapore.
- Financial statements
Audited financial statements must be prepared by a qualified independent auditor and laid before the shareholders for approval at each Annual General Meeting (AGM). Details of certain exemptions to the audit requirement can be requested from Portcullis TrustNet Singapore office.
- Annual General Meeting
Every company must hold an AGM at least once in every calendar year and not more that fifteen months after the holding of the last preceding AGM. The first AGM must be held within eighteen months from the date of incorporation. The directors must lay before the AGM the statutory financial statements made up to a date not more than six months before the meeting. A company can dispense with holding an AGM by passing a unanimous members' resolution.
- Annual return filing
Within one month of the AGM, an annual return must be filed with the ACRA. If a company has resolved to dispense with the holding of an AGM, the annual return must be filed within one month of the time when an AGM would have been required to be held had the company decided to hold an AGM.
- Income taxable
Singapore adopts preceding year basis of taxation for all sources of income. The income chargeable to tax for any year of assessment is based on the amount of income accrued in or derived from Singapore or received in Singapore from outside Singapore in the year preceding the year of assessment.
The above is only intended as a general outline of some of the significant features of the laws relating to Singapore companies.
For further information, please contact Portcullis TrustNet (Singapore) Pte Ltd.
Portcullis TrustNet can provide Singapore companies incorporated specifically to clients' instructions. Corporate management services include:
- Company incorporation
- Registered office
- Nominee shareholders and directors (subject to conditions)
- Company secretary
- Company secretarial and related services
- Bank signatory
