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.
A Limited Exempt Private Company is exempt from audit if all the following conditions are met:
1.Financial period commences on or after 15 May 2003 and the company’s revenue is not more than S$2.5 million, or; Financial period commences on 1st June 2004 and the company’s revenue is not more than S$5.0 million;
For financial years starting on or after 1 July 2015, dormant companies and companies that meet the “small company” criteria(1) are not required to audit their financial statements(2). This is provided for under the Companies Act.
(1) A company qualifies as a “small company” if:
For a company which is part of a group to qualify for audit exemption:
2.Proper accounting records are maintained;
3.The Financial Statements are prepared according to Singapore’s Financial Reporting Standards (FRS) for submission to IRAS;
4.An audit is not requested by:
ⓐ Shareholders holding not less than 5% interest in the Company’s share capital, or;
ⓑ Registrar of Companies and Businesses (ACRA), or;
ⓒ Other Government Authorities/Financial Institutions/Creditors.
Alternatively, Company is eligible for audit exemption if it is dormant. A company is dormant if there are no accounting transactions* except those relating to:
The taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his/hers in the memorandum;
The appointment of a secretary of the company under Section 171;
The appointment of an auditor under Section 205;
The maintenance of a registered office under Sections 142, 143 and 144;
The keeping of registers and books under Section 88, 131, 173, 189 and 191;
The payment of any fee specified in the Second Schedule of the Companies Act or an amount of any fine or default penalty paid to the Registrar under Section 409(4), and;
Such other matter as may be prescribed.
* An accounting transaction need not create a cash in-flow or out-flow, so the writing-off of a debt, impairment of an asset, adjustment of a provision, or revaluation of an asset will result in a company not being dormant. Likewise, transactions not related to the exempt activities in the payment of interests and taxes, or the payment of or receipt of dividends (even if passed through), will result in a company not being dormant.
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 FRS.
Information need to be ready before applying online:
1.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”). We will process the application, the company name will be referred to other Government authorities for approval and this will take from 2 weeks to 2 months depending on the case issue. Upon approval, the company name will be reserved for 60 days from the date of application. Rejection of the proposed name may be due to identical name to another local company or an offensive name.
2.Registration form preparation for information such as type of company, proposed company name, principal activities *, particulars of subscribers, share capital and registered address. *Certain types of activities need the necessary approval and license from other Government authorities before the proposed business activity can begin.
3.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.
4.Incorporation procedure will approximately take 1 to 2 working days (online application normally takes 15 minutes after the registration fee is paid. However, it may take between 14 days to 2 months if it needs to be referred to other authorities for approval or review.)
1.E-Certificate of Incorporation will be issued by ACRA to confirm the registration of your newly established company.
2.Business Information Profile will be purchased from ACRA. Business profile is an electronic extract that provides information such as registration number, entity name, business activities, registration date, owners and charges of an entity.
3.Preparation of all relevant Minutes for First Directors' meetings, the preparation of forms to be filed with the ACRA. The first meeting has to be held within 18 months after incorporation.
4.We will prepare share certificate, common seal and Constitution of Associate which contain the following information:
ⓐ Company Name
ⓑ The company's business registered address
ⓒ Members' liability
ⓓ Capital structure of the company
ⓔ Name of subscribers and the number of share subscribed by them
ⓕ The rules governing the internal management of the company
ⓖ Nominee Secretary Agreement
ⓗ Other related documents where required
Government Fee for Registration as follow:
For company limited by shares will be S$315.00 (this inclusive of name approval fee and registration fee)
For company limited by guarantee will be S$615.00 (this inclusive of name approval fee and registration fee)
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