This is the magnet of entrepreneurs in Singapore. You listen to the pitch, which is high on stable government, clean streets, rule of law, lowest corporate tax rate in Asia, and your mind has already begun to draw office buildings. The nation did not receive that reputation without merit. However, there is also a variant of this legend that no one leaves on LinkedIn, the founder who thought that easy to incorporate meant impossible to screw up, read the fine print, and spent six months of his life trying to sort out compliance issues that would have been resolved in one afternoon had he done so. Singapore is truly business friendly. It is, however, not indulgent of negligent paperworks or deadlines. They are two very different things and getting them mixed costs real money. Once you’re ready to incorporate, get started with expert assistance.
The vehicle that most people prefer is the Private Limited Company- Pte. Ltd. and justifiably so. You are not personally liable, as the company is. One hundred percent of the shares can be owned by foreign founders without the need to introduce a local partner. Starting capital? One Singapore dollar. Registration by the government under the BizFile+ portal of ACRA costs S$315 and clean applications can be approved within 24 hours. That indeed is as slick as they claimed. The trap that stumps foreign founders is in Section 145 of the Companies Act: all Singapore companies should have at least one director who is ordinarily resident in Singapore. Ordinarily. There actually lives meaning, citizen, permanent resident, or valid pass holder. Not “visits quarterly.” Not “has a friend there.” The legislation is precise, and ACRA has applied it without sympathy. It is the first wall that you will encounter in running your business out of any other part of the planet, and you should have a plan on how to do it before proceeding with any other one.
Over twenty years Hub Corporate Services has been resolving precisely this issue. Based in Chinatown Point, Hub offers a Nominee Director service in which a qualified, Singapore-resident director is added to the board of your company in a purely statutory manner. The nominee does not interfere with your operations, have access to your accounts or affect your business decisions. Consider them as a seat-filler – there just enough not to violate the legal obligation, but not enough to be in your way. Hub links this service to a required appointment of a company secretary, which is structurally sensible as both positions lead to the same compliance pipeline. The unusual feature of the arrangement made by Hub, in comparison with many other competitors, is that there is no initial security deposit. It is a significant difference when considering the founder who already has to balance the setup costs between incorporation fees, professional fees, and potentially a new visa application.
Adherence does not doze off once your incorporation certificate has been received. One needs to have a company secretary within six months of registration – otherwise, directors can be fined up to S$1,000. Annual returns go to ACRA. IRAS receives corporate tax returns. They both operate on a clock that is set to your Financial Year End date, which you set at incorporation. A majority of first-time founders will choose a date blindly, and then find themselves a few years later with their filing dates falling smack dab in their busiest trading months. Before you lock in the date, Hub flags this and it is a little chat that saves real pain in the future. They also have their all-in packages that include the registered address, secretarial services, and the yearly filing requirements at a single location and eliminate the headache of having to deal with different providers to handle different parts.