Formation

Name check and approval Filling the incorporation documents with the Registrar of Companies Payment of the Government Fee Provision of local individual Director (obligatory) for one year General Power of Attorney Provision of company secretary for one year Rubber stamp

A standard set of original corporate documents:

Certificate of Incorporation from ACRA (certified) Memorandum & Articles of Association, photocopy (certified) Company profile from ACRA (certified) First Directors’ Minutes (FDM) Share Certificate Power of Attorney

There is no offshore legislation in Singapore. All private limited companies are incorporated under the same legislation - Singapore Companies Act, Chapter 50, whether they are doing business locally or offshore. LEGAL FORM A private limited company is incorporated under the Singapore Companies Act, Chapter 50 and registered with Accounting & Corporate Regulatory Authority (ACRA). A Singapore Company is a separate legal entity from its owners and as such the owners of the company are generally not liable for the debts of the company. The most common type of company to be incorporated in Singapore is the private company limited by shares, commonly known as a private limited company. Shareholder’s liability, in most cases, is limited to the amount they paid for. COMPANY NAME Singapore private limited companies must use the suffix Pte. Ltd or Ltd. to denote limited liability. Names which suggest any connection to the UK head of state are generally prohibited and certain words which suggest specialist activity can only be used when the appropriate licenses have been obtained e.g. bank, financial institution, insurance, fund management, university, Chamber of Commerce and other similar names. Name resembling names of existing companies or which are undesirable or politically sensitive will be rejected. MEMORANDUM AND ARTICLES OF ASSOCIATION A company is incorporated in Singapore by application made to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company. SHAREHOLDERS With effect from 1 April 2004, there must be at least 1 shareholder who can either be an individual of any nationality or a corporate body. Details of the shareholders must be filed and appear on the public file, but anonymity can be preserved by the use of nominee shareholders. Shares must be expressed in a fixed amount. Bearer Shares or No Par Value shares are not permitted. 

SHARE CAPITAL There is no specific minimum capital requirement. The recommended authorized share capital is S$ 1,000. The minimum issued capital is one share of par value. DIRECTORS With effect from 1 April 2004, Singapore private limited company is allowed to have minimum one director who must be “ordinarily resident in Singapore” i.e. a Singapore Citizen, a Singapore Permanent Resident or a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass. It is usual practice to have more than one director in the company, where foreign directors can be also appointed. Details of the directors appear on the public file, but anonymity can be preserved by the use of nominee directors. The director and the company secretary cannot be the same person. Corporate directors are not permitted. REGISTERED OFFICE AND SECRETARY Every company, registered in Singapore is required to have a registered office and address there, which should be notified to the Registrar. Companies are required to appoint a qualified resident company secretary, who must be a natural person. MEETINGS Company meetings need not be held in Singapore. A new company must hold its first Annual General Meeting (“AGM”) within 18 months. Thereafter, the company must hold its subsequent AGM in every calendar year, and not more than 15 months from the last AGM. INCORPORATION TIME 3 – 7 working days. RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR 

Provision of Secretary and registered office Provision of local Director Provision of Power of Attorney Provision of Annual Return

TAXATION Singapore registered companies enjoy very attractive tax exemptions and incentives. Your company pays less than 9% for the first S$300,000 annual profits and 17% flat after that for Year Assessment 2010-2012 on income sourced in Singapore. There are no capital gains or dividend taxes on Singapore companies. Excellent tax benefits and business reputation of Singapore are the key reasons why entrepreneurs from around the world prefer to form a company in Singapore. 

To support entrepreneurship and to help Singapore local enterprises grow, a newly incorporated company that satisfies the qualifying conditions can claim for full tax exemption on the first $100,000 of normal chargeable income (excluding Singapore franked dividends) for each of its first three consecutive Year Assessments. 

A further 50% exemption is given on the next $200,000 of the normal chargeable income (excluding Singapore franked dividends) for each of the first three consecutive Year Assessments. 

First $100,000 @ 100% = $100,000 Next $200,000 @ 50% = $100,000 Total $300,000 = $200,000

To qualify for the tax exemption for new start-up companies, your company must: 

be incorporated in Singapore (other than a company limited by guarantee); be a tax resident* in Singapore for that Year Assessment. A company is resident in

Singapore if the control and management of its business is exercised in Singapore. have no more than 20 shareholders throughout the basis period for that YA where:a)all of

the shareholders are individuals beneficially and directly holding the shares in their own names; OR b)at least one shareholder is an individual beneficially and directly holding at least 10% of the issued ordinary shares of the company.

AUDIT AND FINANCIAL RETURNS For companies with annual turnover over S$5m, annual audited accounts are required to be filed with the Singapore Registrar; the accounts must be audited by a qualified Singapore auditor. However, Exempt companies are not required to have their accounts audited and annual accounts can be filed without audit. To be defined as Exempt Company, the following conditions must be met: members of the company must not exceed 20, members of the company should be individuals and not a corporation, and annual turnover should not exceed S $5m. 

ESTIMATED CHARGEABLE INCOME (ECI FORM) ECI must to be submitted 3 months after the end of the financial year. To complete it an estimate of the revenue of the company for the financial year is requested. 

ANNUAL RETURNS In order to prepare these, book keeping and preparation of unaudited accounts or audited accounts is required. The deadlines for these documents for the first financial year are based on the date of the company’s incorporation. For the next years the dates are fixed. 

C-FORM C-Form is the Corporate Tax Form requested by Inland Revenue of Singapore. This is submitted on a yearly basis in November.

OUR SERVICES FOR THE COMPANY FORMATION IN SINGAPORE INCLUDE: 

Name check and approval Filling the incorporation documents with the Registrar of Companies A standard set of original corporate documents Payment of the Government fee Provision of local Director (obligatory) Local Director Deposit for 1st year only, SGD 2,000 (refundable upon termination of service) General Power of Attorney Provision of registered agent and registered address for one year Rubber stamp

DOCUMENTS REQUIRED FOR THE COMPANY FORMATION Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories: 

Notarized copy of valid passport. Original or Certified copy of utility bill / bank statement (as verification of residential address,

dated within 3 months). Original or certified copy of Banker’s reference letter (dated within 3 months). In cases where shareholders and/or directors are corporate bodies, full apostilled set of

corporate documents and Certificate of Good Standing (for companies registered more than 1 year).

IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIESIf you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, STARTING BUSINESS will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.

Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.

Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company. SHIPPING COST Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and can vary from USD 75 to USD 95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.

For the New Company Secretary of your Company to perform his duties According to the Singapore Company Act, the documents stated below, must be handed over to Company secretary .

Register of Officers - directors, secretary, auditor (if any) Register of Members or Shareholders Share issued and Share Transfer Register First Board Meeting of the Company Resolutions passed by the Board like opening a bank account and

other matters Copy of Share Certificates issued

Memorandum & Articles of Associations E-Incorporation Certificate Declaration by Director (Form 45) Common Seal of the Company

Company secretary, we are responsible to take care for you, the duties of Company Secretary, while you manage your business. Keeping and Updating of Statutory Registers Books Filing to ACRA all changes in Statutory Records Preparing and Attending of Board of Director Meetings Preparing and Taking Minutes of Annual General Meetings Safe keeping of Corporate Seal Reminding of Compliance before due dates

Keeping and Updating of Statutory Registers BooksStatutory registers with all changes are to be properly established and maintained.

Officers’ appointments – directors, auditors, secretaries and CEO

Officers’ resignation- directors, auditors, secretaries and CEO

Share Issues and share transfers among shareholders

Charges and debentures movements of the company

Filing signed board resolutions and AGM, EGM minutes

Filing to ACRA all Changes in Statutory BoardFilling changes to ACRA within the prescribed time allowed on:

Appointments/resignations of officers

Annual returns before due date

Change Company name approval

Changes of Memorandum & Articles of Associations

Share Allotments and Share Transfers

Charges changes to update

Preparing and Attending of Directors’ Board Meetings Prepare Directors’ Circular Resolutions

Preparation of agenda with Chief Executive and maintaining minute books

Attending meetings and taking minutes

Certifying copies of minutes

Provide professional legal advisory regarding Companies Act

Preparing and Taking Minutes of Annual General Meetings Collecting audited or non-audited financial reports for circulation to

shareholders

Preparing the agenda of meetings, attending of meetings and taking minutes

Make sure correct procedures are followed

Filing of Annual Return to ACRA

Safe keeping of Corporate Seal Company seal is kept safely and its proper use as spelt in the company

Memorandum & Articles of Associations

Reminding of Compliance before due dates ACRAFile will inform you two months before due date on filing Annual

Returns.