How to set up a Singapore Company

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setting up company in Singapore
Steps Title Description
1 Name Reservation The proposed name for the company must be reserved first.
– Company name reservation is obtained by conducting a name search via bizfile; We will assist you to reserve your preferred company name. To increases the chances of obtaining your preferred name, please ensure the following:
– Name is not identical or too similar to any existing local company names
– Name does not infringe with any trademarks
– Name is not obscene or vulgar
– Name is not already reserved
2 Register Company Once the Company name has been reserved, filing of the incorporation forms and getting the approval from the ACRA can be completed within a few hours assuming that all incorporation and due diligence documents are prepared and signed by the directors and shareholders of the new company.
3 Post-registration Formalities We will provide you a bundle of documents including:
– Company Business Profile
– Company Registration Certificate & Number
– Company Constitution
– Share Certificate
4 Certificate of Incorporation ACRA will send out an official email notification confirming the incorporation of the company.
5 Company Business Profile The company Business Profile includes:
– Company name and registration number
– Previous name for the company (if any)
– Incorporation date
– Principal activities
– Paid-up capital
– Registered office address
– Shareholders details
– Directors details
– Company secretary details
6 Formal Requirements opening a corporate bank account We will provide you and your Company the following:
– Share certificates for each of the shareholders
– A Company seal/ rubber stamp
We will be able to assist you to open a corporate bank in Singapore once the Company is in incorporated
7 Applying for business licenses (if required) Good governance requires that certain business activities require a license in Singapore.
8 Good & Service Tax (GST) The company must register for GST if the projected annual revenue of the company exceeds SGD 1 million.
If your company is registered under GST, you will need to charge a tax of (7%) to your clients on the goods and services that you provide and remit this amount to the tax authorities.
9 Annual filing requirements Once your Singapore company has been incorporated, the Singapore Companies Act mandates certain annual filing requirements and formalities.

Annual Statutory Compliance Requirements for Starting a Business in Singapore

  1. Appointing a resident company secretary within 6 months (if not already provided by HC Consultancy);
  2. Fixing the company’s financial year-end (FYE);
  3. Appointment of auditors – companies requiring compulsory audit are those with annual revenue above S$10m, assets above S$10m or over the number of employees is 50 and above;
  4. Providing the company secretary with up to date accounting records to enable filing of the Annual Return with ACRA within 6 months of the FYE and the Annual Tax Return by November of the next year;
  5. Notifying the company secretary of any changes in the corporate structure (directors, shareholders) and
    beneficial ownership;

Singapore Incorporation Checklist

Please click here to view the Singapore Incorporation Checklist

While setting up Company in Singapore, the proposed name for the company must be reserved and this is certainly one of the most important steps to starting a business in Singapore. So, you don’t have to spend hours wondering about the ideal way of setting up in Singapore and we will guide you through the entire process of how to set up a business in Singapore.

Two specific types of companies that are commonly registered in Singapore include import/export companies and law firms; both with their own processes for setting up.

Import/export:

Steps:

  1. Register for a company in Singapore and activate a customs account.
    1. You will need to consult with another company in Singapore such as HC Consulting to assist and expedite the registration of your company.
    2. Once that is complete, you will receive a Unique Entity Number (UEN), which can be used to activate your customs account.
  2. You must check if your goods are controlled.
    1. Due to certain restrictions on specific goods in Singapore, you must check if that applies to your company. To do this, you must refer to the Customs Ruling Database which is linked here. If your item has restrictions, the name of the CA will be shown next to its HS code. You must check with the relevant CA on the licensing requirements.
  3. Apply for Inter-Bank GIRO
    1. You and your declaring agent must have an Inter-Bank GIRO (IBG) arrangement with the Singapore Customs. This is in order to make payment of duties, taxes, fees, penalties, and other charges on services offered by Singapore Customs, The application can be found here. 
  4. Furnish security
    1. You are required to provide security for transactions involving:
      1. Dutiable goods
      2. Temporary imports
      3. Operation of licensed premises (warehouse, factories, etc.)
  5. Apply for Customs Import Permit
    1. You may appoint an agent to do this.

Law firm:

Application for a Licence or Registration for a New Law Practice Entity

To apply for a licence for a new Singapore Law Practice (“SLP”), Foreign Law Practice (“FLP”), Joint Law Venture (“JLV”) or Formal Law Alliance (“FLA”), or register a new Group Practice (“GP”) or Representative Office (“RO”), please follow the steps below. 

Step Exceptions

STEP 1: Login to LSRA e-Services using SingPass

 
·         The person whose SingPass is used to login to LSRA e-Services will be the Main Contact for the Application.

 

·         All Singapore citizens and permanent residents, pass holders (Employment Pass, EntrePass, S-Pass, Dependant Pass, and Long Term Visit Pass Plus) and selected Work Permit holders are eligible for SingPass.

 

·         If you do not have a SingPass account or have forgotten your SingPass, you may apply for one or reset it via the SingPass website.

 

·         If you are not eligible for SingPass, you can approach:

o Ministry of Law Services Centre (if you are based in Singapore); or

o A third party service provider in Singapore, e.g. a Singapore Law Practice or a corporate services provider.

 ·         Nil.

STEP 2: Complete and submit an application form and pay the application fee

 
·         Before completing the application form, you may wish to refer to the User Guide and applicable sample forms on the LSRA e-Services portal. Please note that the sample forms are provided for reference only and cannot be used for submission to the LSRA.

 

·         The completed application form must be signed by the Managing Partner / Managing Director / Manager (or equivalent) of the proposed law practice entity and, if applicable, it’s constituent/member law practices. For new FLPs and ROs, it must also be signed by the Managing Partner / Managing Director (or equivalent) of the parent law practice.

 

·         The application fee, which is non-refundable regardless of the outcome of the application, can be found in the First Schedule of the Legal Profession (Law Practice Entities) Rules 2015.

 

·         The application fee must be paid online using a valid credit/debit card. 

 ·         Nil.

STEP 3: Receive outcome of an application

 
·         The application may take about 3-16 weeks to process, commencing when all required supporting documents and information have been received. Applications that are incomplete, complex or submitted during the peak period from January to March may require more time to process. Therefore, you may wish to submit your application at least 16 weeks in advance.

 

·         The LSRA will seek clarification or further information from the Main Contact for the Application.

 

·         If the application is rejected, the process will end here.

 

 ·         Nil.

STEP 4: Register entity with ACRA

  
·         If the application is approved, the LSRA will issue you an in-principle approval letter.  You will then need to register the business entity with the Accounting and Corporate Regulatory Authority (“ACRA”) via BizFile. ·         FLAs, GPs, and ROs do not need to register with ACRA.

 

·         FLAs and GPs are not legal entities, and will not be given UENs.

 

·         For ROs, a UEN will be issued by the LSRA.

STEP 5: Update UEN and pay license/registration fee

 
·         Once ACRA approves the business entity and issues the UEN, you should log in to LSRA e-Services using SingPass, retrieve the application from my dashboard, update the UEN, upload the professional indemnity insurance document (if available), and pay the license/registration fee. The professional indemnity insurance document can also be uploaded via an update application via my dashboard.

 

·         If you are applying for a license for a new law practice entity because you are converting the legal structure of an existing law practice entity, please ensure that you also submit an application via LSRA e-Services to terminate the existing law practice entity. To ensure continuity of operations, the requested start date of the new law practice entity should be the day after the requested last day of operations of the existing law practice entity. Please note that the lawyers in your law practice will also need to submit a Notice of Change via litigation (for Singapore solicitors) or apply to LSRA for new Certificates of Registration (for Singapore solicitors in foreign law practice entities or foreign-qualified lawyers). For your convenience, you will be able to retrieve and edit the particulars of your existing law practice and individuals in the new license and registration applications. After the termination application is approved, the Certificates of Registration of all individuals registered under the existing law practice will be automatically terminated on the last day of operations of the existing law practice.

 

·         The license/registration fee can be found in the First Schedule of the Legal Profession (Law Practice Entities) Rules 2015.

 

·         The license/registration fee, which is non-refundable, must be paid online using a valid credit/debit card.

 

 ·         FLAs, GPs, and ROs do not need to update their UEN in LSRA e-Services, but they need to pay the license/registration fee.

·         SLPs do not need to apply for a new license if they are changing from a sole proprietorship to a partnership, and vice versa.

 

STEP 6: Receive license/certificate

 
·         The LSRA will issue the license/certificate after verifying the UEN and payment.

 

·         After LSRA has issued the license/certificate, it can also be downloaded anytime from my dashboard.

 

·         You can now apply for Certificates of Registration for any foreign lawyer or regulated non-practitioner.

 ·         Nil.
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