If you want to open a new company or relocate your existing company to Singapore, it is important for you to have a clear understanding of company registration laws prevalent in the country.
The first thing that you need to remember is that all companies in the country must abide by the Companies Act and be registered with the Accounting & Corporate Regulatory Authority (ACRA).
In Singapore, the most common form of business entity is the private limited company. This type of company is limited by shares and is classified as a different legal entity from its shareholders. Private limited companies are treated as taxable entities in their own right and shareholders of a private limited company in Singapore are not liable for the debts and losses beyond their amount of share capital.
For company registration, there should be at least one individual or corporate entity shareholder. The company must have a resident director and company secretary and must have an initial paid-up share capital of at least S$1. The directors of the company should be at least of 18 years and must not be bankrupt. The company should have a physical Singapore office address (residential or commercial) and not a PO Box address.
The Company Secretary must be appointed by all private limited companies in Singapore within six months of incorporation. The company is also required to hire the services of an auditor within three months of incorporation, unless audit requirements for the company are exempted. For this exemption, the count of individual shareholders in the company must be less than 20 with no corporate shareholders and the company’s annual turnover must be less than S$5 million.
There should be a proper shareholders’ agreement to avoid disputes in the future. This agreement would be used to define the association between shareholders and is also used to highlight their respective rights and obligations.
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