Registration in Singapore

It must not contain sensitive words which are prohibited by legislation. The following words are prohibited: “Chamber of Commerce”, “Chartered”, “Financial”, “Royal”, “Assurance” “Bank”, “Insurance”, “Trust” and any other words implying connection with university or professional association or activity prohibited by the Law.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must end with a word or abbreviation signifying a corporate body or Limited Liability, for example “Limited”, “Ltd” etc.

A Singapore PLC Company is required to have a registered office address in Singapore which must be known by registered agent.

One director is the minimum required. There is a requirement for at least one director  to be a resident in Singapore which means to be a citizen or have the permanent residency in Singapore. There is no requirement regarding the place and frequency of the board meetings.

Corporate entities can be appointed as directors. The director and shareholder cannot be the same person. The director’s details are registered on the public record and can be accessed by the public; however, the anonymity can be obtained via the appointment of the nominee director.

The appointment of a secretary is mandatory. It must be a natural person who is a resident in Singapore.

One shareholder is the minimum required; the maximum number allowed is 50. There is no requirement for them to be locals and corporate entities or a natural person can be appointed as shareholders. There is no requirement regarding the place of the shareholders’ meetings. The frequency should not be less than 15 months. The term between the company’s formation date and the first meeting should not be more than 18 months.

The shareholders’ details are registered on the public record and can be accessed by the public. If the director is a corporate entity, a minimum of 2 shareholders are required.

Nominee shareholders are permitted.

The beneficial owners’ details are registered on the public record and can be accessed by the public.

The owners of a PLC Company are free to determine any amount as the authorised capital at incorporation and it can be de-nominated in any currency, though the Singapore Dollar is mostly preferred and the amount of 1,000 SGD is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of the shares issued.

A Singapore PLC Company may have registered shares, with or without voting rights, preferential or common and may be issued in any currency. Bearer shares and no-par value shares are not permitted.   

No requirement is imposed on minimum paid up capital at incorporation; this means that the owners of an PLC Companies are not required to set a deadline as to when such capital must be paid up.

A PLC Company in Singapore can be incorporated within two to three days. Singapore is considered to have one of the fastest registries worldwide.

Ready-made but unused PLC Companies are available in Singapore, in case you are in need of a quicker incorporation process.

If the PLC Company is carrying out certain types of business, it must meet specific physical presence requirements and conduct its main activities which generate income within Singapore. This means that the management and control of the PLC Company must be in Singapore, thus, the company must have enough premises, amount of expenditures and employees within the jurisdiction, based on its business activity and size. The types of business are stated below:

Banking, Insurance, Finance and Leasing, Distribution and Service Centre (purchasing assets from other entities belonging in same group or providing services to entities in the same group), Shipping, Intellectual Property, Headquarters Business and Holding companies.

PLC Companies carrying out the above type of businesses are also required to file annual returns.

The PLC Companies must prepare and file accounting records about its assets and liabilities to reflect accurately its financial situation. The accounting records of the companies whose turnover is more than 5.000.000 SGD should be audited. The annual return should be prepared and files as well.

There is no exemption in the jurisdiction of Singapore from tax on income or profits for PLC Companies. The corporate or income and profits tax rate is 20%. However, Singapore has a well developed system of tax exemptions and refunds through which, the actual tax rate can be reduced significantly. There is a special tax regime for the start-up projects. Moreover, Singapore has a big and diverse list of double tax avoidance treaties. In addition, this jurisdiction imposes no tax on dividends, royalties and interest that are paid by the company to the shareholders.