Incorporation
Aspired to innovate and elevate your business. From entrepreneurs and family businesses, to foreign companies looking to start up in Singapore, we help our clients navigate their journey through Singapore’s bustling business landscape.
Here at Ingwer Consulting, we guide our clients from inception and corporate compliance to advisory for other forms of entities - as listed below. To see how we may help you or enquire for more information, speak to one of our advisors today.
Incorporation in Singapore
Be it a revolutionising creative idea or an existing business aiming to enter the Singapore market, it is important to understand the “how” in establishing a viable business. In Singapore, incorporating a corporate entity is the most common and preferred instrument for business operations. Advantages range beyond limited liability, tax advantages, legitimising legal agreements, a professional image, long-term continuity and more.
One such example includes the tax exemption on the first S$100,000 of chargeable income in a company’s first 3 years of assessment. After which, the company’s chargeable income will be taxed at a corporate tax rate of 17%.
​
To incorporate a company in Singapore, the following information is required:
-
Name of proposed company
-
Singapore-registered office address
-
Minimum initial paid-up share capital of S$1
-
Minimum 1 shareholder and 1 local director
-
A company secretary
-
Passport/IC of shareholder(s) and director(s)
*If the shareholder(s) or director(s) are of other citizenships, a proof of foreign residential address is required (e.g. driving license, a copy of recent utility bill, residential fixed telephone line bill to prove validity of residential address).
Corporate Secretary
It is mandatory that every company appoints a qualified company secretary within 6 months of its incorporation. In the case of a sole director/shareholder, the same person will not be allowed to take this position. By local law, the company secretary must be a natural person who is ordinarily resident in Singapore.
​
The scope of a Corporate Secretary includes:
-
Preparation and maintenance of resolutions and minutes with respect to the opening of corporate bank accounts, changes in company structure, etc.
-
Preparation and maintenance of general meeting minutes such as Annual General Meetings.
-
Preparation and filing of statutory returns to be lodged with the Accounting & Corporate Regulatory Authority (ACRA).
-
Custody and maintenance of the company’s statutory registers, minute books and other statutory records.
-
Custody and use of the common seal.
-
Regular updating of minute books and statutory registers.
Director and Shareholder Nominee Services
Directorship
​
The Singapore Companies Act has made it mandatory to have at least one resident director who holds a Singaporean citizenship, Singapore Permanent Resident status, or Entrepass/Employment Pass with a local residential address.
Some useful information to note:
-
Singapore Companies Act does not allow corporate directors
-
Non-shareholders can also be appointed as directors
-
A director and shareholder may be the same person
-
Details of directors will appear on public records
-
The appointed director must be at least 18 years of age and not be bankrupt or hold prior record of malpractice.
Some useful information to note:
-
Shareholder can be either an individual, or a corporate entity
-
As mentioned above, a director may also be a shareholder
-
100% local or foreign shareholding is permitted
-
Details of shareholders will appear on public records
-
Company shares can be issued or transferred to individuals, or corporate entity, any time after the company (in Singapore) has been incorporated.
Once incorporated, there are two options through which you can secure corporate privacy: you may either act as a shareholder yourself, or we can provide you a nominee shareholder.
Director and Shareholder Nominee Services
Shareholder(s)
​
The Singapore Companies Act allows a private company (limited by shares) to have a maximum of 50 shareholders.
Corporate Bank Account
Upon successful incorporation, it is recommended to open a corporate bank account with any of the major banks in Singapore. All our clients are advised to explore the features and facilities offered by the different banks to make a balanced decision on the bank that best meets their business needs.
When engaging the bank of choice, it is necessary to prepare your company’s M&A and business profile. Some banks, however, may require further documentation such as a bank reference or proof of residence (dependent on a case-to-case basis).
Registered Business Address
A registered office address should fulfil the following criteria:
-
It is open for at least five hours during ordinary business hours on each business day
-
It should be a physical office address located in Singapore
-
It cannot be a P.O. Box