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Singapore Company Incorporation FAQs

Frequently Asked Questions about Singapore Company Formation

TOP FAQs

  • Can a shareholder also be a director?

    Yes, there are no restrictions prohibiting an individual assuming both roles.

  • What is the difference between a director and a shareholder?

    Shareholders
    own the company and are entitled to the profits of the company.

    Directors

    Manage and oversee the company’s operations, and deal with everyday responsibilities.

  • What documents are required to incorporate the subsidiary company?

    Typically the following documentation will be required:

    • Details of the proposed subsidiary name, share capital, shareholder(s), director(s) etc.
    • Copy of Singapore ID (where applicable) and passport of each director and individual shareholder
    • Certificate of incorporation of the parent company and company profile reflecting registered address and directors of the parent company.

    * Any documents that are not in English must be officially translated into English.

  • What are the Different Kinds of Companies?
    • Private/public company limited by shares
    • Public Company Limited by Guarantee
  • What is a private company?

    A private company is a company that can have a maximum number of 50 shareholders. Its constitution restricts the right of its members to transfer their shares in the company.

     

    A private company limited by shares can be classified as an small company.

    The key characteristics of an small company are:

    • No more than 20 shareholders.
    • All shareholders are individuals.
    • Small companes with an annual revenue of less than S$10 Million are exempt from audit requirements and are not required to file financial statements with the ACRA.
    • It is exempt from prohibitions against loans to its directors or to companies related to its directors.

Corporate Tax

What is the difference between full exemption and partial exemption for Singapore start-ups?

The full corporate tax rate is 4.25% for normal chargeable income up to S$100,000.

8.5% on normal chargeable income up to S$200,000 for the first three consecutive tax filing years.

 

This is only granted to start-ups that meet the following criteria:

  • Singapore incorporated company
  • Tax resident in Singapore for the applicable year
  • Have no more than 20 shareholders in that year
  • At least 10% of shareholders must be individuals
  • Should a company not meet the requisite criteria, it would still be eligible for a partial exemption

What is the difference between a resident and non-resident Singapore company?

In Singapore, the tax residence status of a company depends on where the control and management of its business is exercised. A company is a tax resident in Singapore if the control and management of its business is exercised in Singapore.

The basis of taxation for a resident company and non-resident company is generally the same. However, there are some benefits that a resident company can enjoy that a non-resident would not. For example, a resident company may benefit from any applicable avoidance of double taxation agreements and various tax exemptions.

What is the corporate tax rate in Singapore?

The corporate tax rate is 17%

 <Tax exemption>

Newly incorporated companies will be exempted from 75% corporate income tax rate on the first S$100,000 taxable income for each of the first three tax filing years if they meet the following conditions:

  • The company is incorporated in Singapore
  • The company is a tax resident in Singapore
  • The company has no more than 20 shareholders
  • The company has at least 1 individual shareholder holding more than 10% of shares

 
Income tax filings for newly incorporated companies in the first 3 years:

4.25% on the first S$100,000 on taxable income 
8.50% on the next S$100,000

Income tax filings after the first 3 years:

4.25% on the first S$10,000 taxable income
8.5% on the next S$190,000

Will a Singapore Branch qualify for any start-up exemption?

No, a Singapore branch is not eligible for start-up exemption. It may however still enjoy a partial tax exemption on its chargeable income.

Are there any restrictions regarding moving funds between Singapore and overseas?

No, funds can be moved freely for legitimate business purposes and there are no exchange controls in Singapore

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