A company is a business entity registered under the Companies Act, Chapter 50. It has a legal personality i.e. it has rights to own properties, has perpetual succession and can sue or be sued in its own name. It usually has the words 'Pte Ltd' or 'Ltd' as part of its name.
The types of limited companies as follow: Private Company limited by shares
This is a locally incorporated company where the maximum number of shareholders is limited to 50.
2.Exempt Private Company
This is a private company:
ⓐ which has not more than 20 shareholders, and none of the shareholders is a corporation or
ⓑ that is wholly owned by the Government and which the Minister, in national interest, declares by notification in the Gazette to be an exempt private company.
1.Public Company limited by shares
A public company limited by shares is a locally incorporated company in which the number of shareholders can be more than 50. The company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with the Monetary Authority of Singapore before making any public offer of shares and debentures.
2.Public Company limited by guarantee
A public company limited by guarantee is one which carries out non-profit making activities that have some basis of national or public interest, such as for promoting art, or charity etc. The Minister may approve the registration of the company without the addition of the word “Limited” or “Berhad” to its name.
The audit exemption is applicable for financial years beginning on or after the change in the law (1 Jul 2015).
The Limited Company will be exempted from Audit if the Company qualifies as a “Small Company”, provided the following conditions are met:
A company qualifies as a small company if:
(a) it is a limited company in the financial year in question; and
(b) it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:
(i) total annual revenue ≤ $10m;
(ii) total assets ≤ $10m;
(iii) no. of employees ≤ 50.
Where a company has qualified as a small company, it continues to be a small company for subsequent financial years until it is disqualified.
For a company which is part of a group to qualify for audit exemption:
a. the company must qualify as a small company; and
b. entire group must be a “small group”, i.e. the group must meet at least 2 of the 3 abovementioned quantitative criteria on a consolidated basis for the immediate past two consecutive financial years.
A small company is disqualified if:
(a) it ceases to be a private company at any time during a financial year; or
(b) it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.
Notwithstanding the audit exemption provisions, the Companies Act requires the Directors of the company to maintain proper accounting records and prepare ‘true and fair’ financial statements that comply with Financial Reporting Standards (FRSs).
Information needs to be ready before applying online:
1.To be completed the Registration form which contain of proposed company name, director(s) and shareholder(s) structure, particulars of subscribers, share capital, registered address and *principal activities. *Certain types of activities need the necessary approval and license from other Government authorities before the proposed business activity can begin.
2.Details of the proposed *Directors, shareholders and company secretary and the issued/paid-up capital. *All companies must have a minimum of one local director (either Singaporean, a Singapore Permanent Resident or Singapore Entre Pass Holder.) Thus, any company with one or more foreign Directors must also have a local director. Any person above the age of 18 and above may be appointed as a director. However, some individuals e. Bankrupts, are disqualified from being Directors. A Director cannot resign unless there is one local director remaining in the company.
3.To obtain approval and reserve the proposed name. Upon confirmation of the proposed company name, we will check the company name availability with Accounting and Corporate Regulatory Authority (“ACRA”).
During the submission of name application, if the proposed name being refer to the Government Authorities. It will take from 14 days to 2 months depending on the case issue for approval.
Upon the approval is obtained, the company name will be reserved for 120 days from the date of approval. Rejection of the proposed name may be due to identical name to another local company or an offensive name.
4.Incorporation procedure will approximately take 1 to 2 working days (online application normally takes 15 - 30 minutes provided all necessary information is obtained and the registration fee is paid. However, it may take between 14 days to 2 months if it is referred by Singapore Authorities for approval or review.)
1.Business Profile contains with the company information, Constitution and E-Certificate of Incorporation will be provided after the incorporation/registration of the Company is done.
2.Common seal will be purchased and kept in our office.
3.The list of Registers which contain of Director(s), Secretary(ies), Auditor(s), Member(s) and etc for the purpose of compliance will be prepared and kept in the Company’s statutory file.
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