How to Register a Company in Singapore | A Step-by-Step Guide to Company Formation Singapore

Are you seeking to incorporate a company in Singapore? Having one of the lowest corporate tax rates in the world at 17% tax, Singapore is the go-to destination for MNCs. Looking for a base of operations in Asia? Singapore is the perfect place for international businesses to incorporate in. Therefore, our consultants at WLP Group have decided to write a short guide for business owners about the topic. Our consultants have written several things to note during the process of company formation in Singapore.

In this guide, we will guide you through how to register a company in Singapore, including registering your company for GST and more. For a free Singapore company registration consultation, contact us today!

GST Registration – Company Formation Singapore

If my newly set up company in Singapore generates annual revenue of less than S$1 million, should I register GST for my company? 

GST is a broad-based consumption tax. GST is levied on the import of goods (collected by Singapore Customs), as well as most of the supplies of goods and services in Singapore. Export of goods and international services are zero-rated. The only exemptions are for the sales and leases of residential properties and the provision of most financial services. Some countries recognised GST as the Value Added Tax (VAT).

It is compulsory for Singapore Companies to register for GST when their turnover exceeds S$1 million per year. Likewise, newly formed companies that do not exceed S$1 million in turnover may opt for voluntarily GST registration. Our company formation Singapore consultants will guide you through the process of how to register a company in Singapore.

Businesses in certain industries must charge GST prevailing rate. This must be clearly stated during the company formation Singapore application. The GST that business charge and collect is known as output tax, which has to be paid to IRAS. GST incurred on business purchases/expenses (including import of goods) are known as input tax. Businesses can claim input tax if it satisfied the conditions for claiming. This credit mechanism ascertains that only the value added is taxed at each stage of a supply chain.

A GST-registered business will be required to submit GST return to IRAS at the end of each prescribed accounting period. The business will report its output tax and input tax for that prescribed accounting period in the GST return. The difference between output tax and input tax is the net GST payable to or refundable from IRAS.

We receive many questions during our how to register a company in Singapore consultants. One common question asked by soon-to-be entrepreneurs is the GST rules and regulations. If you are not a GST-registered business, you cannot claim the GST incurred on your purchases. As a business, you should not charge your customer for GST as well.

Register Private Limited Company in Singapore

 

Considerations before Registering for GST

1) Responsibilities.

When you have completed the process to incorporate a compant in Singapore, you are now an GST collecting agent of the government. This means that there are responsibilities that you need to fulfil and adhere to. Complying with these responsibilities will increase your administrative costs.

2) Suppliers’ profile.

3) Customers’ profile.

4) Type of sales your business makes.

5) Your business’s pricing strategy after GST registration.

Do I need to register for the GST during the process of company formation Singapore?

Contact our friendly experts for Free Singapore Company Registration consultation today.We have written several useful tips and tricks for new local business owners to note. However, the process of company formation Singapore is still complicated for many. Therefore, it is always recommended for entrepreneurs to contact us for a free consultation. During the free consultation, we will go through the process of how to register a company in Singapore.

Using HDB/ Private Residential Property as Registered Business Address – How to Register a Company in Singapore (without a business address)

Don’t have a corporate business address? When forming a company in Singapore, you will need to register a company with an address (of your newly formed company). If you are looking to keep overheads low, you can register a company in Singapore without a business address with the help of a company secretary.

Home Office Scheme

A Singapore Registered Entity can make use of a personal residential property as a registered business address. This includes HDB and private homes. However, entrepreneurs have to follow Home Office regulations. One guidelines is that the use of the residential address does not affect the company’s neighbours in a negative manner.

ACRA – Annual Filing Requirements for Companies – How to Register a Company in Singapore

After the company formation Singapore process, all newly registered and formed companies in Singapore must stay in compliance with Singapore law. Annually, a company has to file the two main agencies:

ACRA: The Accounting and Corporate Regulatory Authority

IRAS: The Inland Revenue Authority of Singapore

Learn more about filing with IRAS – The Inland Revenue Authority of Singapore

Filing with ACRA – The Accounting and Corporate Regulatory Authority

Annual General Meeting (AGM)

All private limited companies is going through the company formation Singapore process are required to file their AGM and AR on a yearly basis. This is required, even if the Company is dormant or inactive for the financial year. There will be legal consequences should the Company fails to file their AGM/ AR within the stipulated timeline. You will also be briefed on this during the how to register a company in Singapore free consultation.

Check your AGM/ AR due date here

A Singapore incorporated company is required to hold its Annual General Meeting (AGM) once every calendar year whereby it’s financial statements are presented to its shareholders for review and clarify their queries on the business.

AGMs are commonly held in the following ways:

– Physical meeting of all the shareholders

– Through written resolutions

During the AGM, other than the Company’s financial, the following matters are also to be discussed during the meeting:

  • Dividend pay-outs to shareholders of formed company in Singapore
  • Appointment of directors/auditors
  • Remuneration for senior executives and directors
  • Consideration of accounts and balance sheets

Annual Return (AR) Filing

Under the Companies Act, all businesses, that have completed the company formation Singapore process and incorporated their business, are required to file their annual returns within one month upon the AGM stated date. Should the Company requires more time to do their annual filing, a one-time extension of due dates are available for up to two months. Failure to file on a timely manner may result in legal actions and penalties. Therefore, it is pivotal to contact an experienced company formation Singapore firm that will guide you through the process of how to register a company in Singapore.

The annual return is an electronic form set by ACRA to update the agency of the Company particulars such as:

  • Company Name
  • Registered address
  • Principle activities
  • Shares Details
  • Information of Officers and Shareholders
  • Dates of Annual General Meeting (if applicable)
  • Financial statements in XBRL format (if applicable)

ACRA: What is an annual return?

I want to Register a Company in Singapore, but what are my Liquidation Options in the event of a Strike-Off Process

It is normal to consider the liquidation options when going through the process of company formation in Singapore. There are a few ways to close down a company. You could do so either voluntarily by its owners (“Striking-Off”). Alternatively, you could go through an Order of the Court if the company becomes insolvent. In other words, you could “wind up” the business. Common reasons for company closure include cessation of business activities and non-profitable operations. There are also other reasons such as disputes among shareholders. This is common in partnerships.

Disputes occur after the company formation Singapore process when agreements are not written out. Therefore, it is important to find a trusted lawyer and write the terms out clearly.

Whereas for insolvent company, by definition, a company who is unable to pay its debt on time or if the company’s liabilities has surplus its assets. In this case, the creditors can take legal action against the company to have the debts repaid. The creditors could also apply to the Court to wound up the company should the company be unable to repay the outstanding debts. Both methods “Striking Off” and “Liquidation” will result in a closure of a company. However, both methods differs in the law involved, as well as the administrative steps to be taken prior to the company cessation.

Generally, striking off a company is easier, quicker and much less costly as when it is dormant or for small companies that meet the specific requirements. This is important to note when considering the different entity types in the company formation Singapore process. However, the application of striking off can be delayed. Your application could be rejected if there is an objection due to insolvency proceedings or dispute with its members or creditors.

Winding up a company is a much formal process that involves the orderly winding-up of the company dealings, engagement and appointment of a liquidator. A liquidator will help to handle the process of realizing the company’s assets, ceasing or sale of its operation and payment of its debts and distribution of excess assets to its members if applicable in both cases.

We will elaborate on more details on striking off and winding up to close down a company in the following contents. Given the complexity of both methods, it is recommended to engage the help of professional service providers to manage the matter of closing down the company.

Striking off a Singapore Company

A company will have to submit the strike-off application to ACRA (“Accounting and Corporate Regulatory Authority”) to strike its name off the Registrar. The application will only be approved by ACRA if the company has met the requirements listed below for the purpose of striking-off. If you are looking for a consultant to walk you through the process of how to register a company in Singapore and things to note in the event of a strike-off, call +65 6493 2970.

  • The Singapore-formed and incorporated company have ceased all business.
  • The company is not to be involved in any court proceedings whether inside or outside Singapore.
  • The company has no assets and liabilities at the time of application. This includes any outstanding fines and penalties owing to government bodies and tax liabilities with IRAS after the company was formed in Singapore.
  • The officers (e.g. directors and corporate secretary) of the company must not have any outstanding ACRA summonses and / or civil charges against any of them.
  • The particulars of the directors are accurate in the records of ACRA.
  • All shareholders must consent to the company striking off and a letter of consent must be obtained from each individual shareholder.

Company Formation Singapore Requirements – How to Register a Company in Singapore

  • Before going through the process of how to register a company in Singapore, all applicants looking to register a company in Singapore must be 18 years of age or above.
  • The applicant has to be the flat owner, legal occupier, or tenant of the flat. Note that the applicant has to be the legal occupier at the point when the owner is incorporating a business and going through the process of how to register a company in Singapore
  • The property has to be primarily used as a place of residence, with business operations as the secondary purpose, when the owner is going through the process of how to register a company in Singapore and new company set up
  • Does not apply for Society.

Your business operations in the property must not and are not allowed to:

  • Produce loud noise, smoke, odor, chemical or liquid waste or dust. Essentially, any harmful effects to your neighbours will not be tolerated.
  • No illegal activities conducted on the property.
  • Cause heavy human or vehicular traffic to the neighbourhood.
  • Cause annoyance or disturbance to neighbouring residents or the public.
  • Retail of physical goods in or around the flat. You cannot set up a shop and sell your company’s goods or services from your home.
  • Display any of your new company’s signage, advertisements or posters without approval from the Singapore government.

Home Office Scheme – Permitted Businesses

  • Accountancy services.
  • Architectural services.
  • Consultancy services (e.g. business, engineering, IT, management or education).
  • Design and advertising services (e.g. digital marketing).
  • Insurance or financial planning services.
  • Real estate agencies.
  • Technology based and knowledge intensive businesses.
  • Trading office.

Home Office Scheme – Non-Permitted Businesses

  • Beauty, hair dressing or massage therapy services. This includes business that provide any sort of wellness services.
  • Business as a home contractor.
  • Car trading business.
  • Card reading palm reading or fortune telling in any form.
  • Catering and restaurants.
  • Clinics and pharmacies (e.g. dental, medical, veterinary).
  • Commercial school (e.g. dance, music, language, tuition centre).
  • Courier business.
  • Classes on dress-making and embroidery.
  • Employment and recruitment agency.
  • Funeral chapels or homes.
  • Maid and helper agency.
  • Mausoleums.
  • Manufacturing, preparation or processing of any products and goods.
  • Money lending businesses.
  • Opticians or any medical-related services.
  • Repair activities (e.g. household appliances, electrical products, footwear).
  • Sales or marketing that involves conducting seminars and talks for large number of customers.
  • Shops and any form of retail activity such as pet shops.

There are many regulations that come with the process of company formation in Singapore that you might not be familiar with. Entrepreneurs seeking to incorporate a company in Singapore are highly recommended to employ the services of a company formation service provider, such as WLP group. Not only will they make the process of company registration in Singapore fast and hassle-free, it will be much more efficient and affordable as well. Feel free to contact us at +65 64932970 or email us at info@wlp.com.sg to set up a free consultation today!