Formation de Sociétés à Singapour

 

Company Structure in Singapore

Legal basis - Common law

Legal framework - Companies Act 2017 (amendment)

Company form - Private company limited by shares (Pte. Ltd.).

Responsibility - The liability of its shareholders is limited to the amount of the share capital.

Capital share capital - There is no authorized share capital established. The minimum issued and paid-up capital required is SGD 1.00. It can be denominated in SGD or any other currency. Par value and bearer shares are not permitted.

Shareholders - Pte. Ltd. can be formed by a shareholder of up to 50 people, which can be natural or legal persons, residents or non-residents, without limitation. The contact details of the shareholders are accessible to the public.

Administrators - At least one director, who must be a natural person, at least one director must be a resident or citizen of Singapore and may be a shareholder. Un discharged bankrupts cannot be directors and cannot run a business without the approval of the court or the official assignee. Details of directors are publicly available.

Secretary - A secretary must be appointed within 6 months of incorporation, who must be a person ordinarily resident in Singapore. A single director cannot be the secretary of the company. A resident director can be secretary when the company has more than one director. The secretary must meet the conditions set out in the company law.

Registered address - LLCs must have a registered physical address located in Singapore, which cannot be a PO Box and it must be open for at least five hours during normal business hours on each working day.

General assembly - An annual general meeting must be held at least once per calendar year, or 15 months from the date of the previous AGM of the company, whichever comes first. Currently, there are no restrictions under the Company Law that require a company to hold its AGM in Singapore. The first general assembly must be held within 18 months of the constitution. A shareholder company should appoint a company representative to sign documents on behalf of the company, individual shareholders may appoint attorneys to attend on their behalf.

Alternatively, the AGM can be done through written resolutions, in which a meeting is not required.

The board meeting can take place anywhere. However, in order for the Company to be considered a Singapore tax resident, the tax auditor requires that board meetings be held in Singapore.

Electronic signature - authorized.

Redomiciliation - In force since 31 er March 2017, inward redomiciliation from a foreign entity in Singapore is permitted.

Conformity - Limited liability companies are required to prepare and maintain financial statements, file them in their annual report to the Accounting and Business Regulatory Authority (ACRA) and pay the annual filing fee.

Accounts should be audited by a Singapore Certified Public Accountant, unless the limited liability company has had total income or total assets of SGD 10,000,000 or less or less than 50 employees, in two of the three previous financial years. Instead, all they need to do is submit a statement of solvency signed by the officers and secretary of the company in the prescribed form.

Limited liability companies are required to file their tax return annually with the Inland Revenue Authority of Singapore (IRAS). Dormant companies can request an exemption from this requirement.

 

Key Figures of Companies in Singapore

Official nameRepublic of Singapore
Proper noun新加坡 共和国 (zh) - Republik Singapura (ms) - சிங்கப்பூர் குடியரசு (ta)
ContinentAsia
SubcontinentSouth East Asia
Population5,638,679 inhabitants (2018)
Population growth0.50 % / year
Area719 km²
Density7,842.39 inhabitants / km²
GDP364.157 billion $USD (2018)
GDP / capita64,582 $USD (2018)
GDP growth3.10 % / year (2018)
Life expectancy83.50 years (2018)
Birth-rate8.90 ‰ (2017)
Fertility rate1.16 children / woman (2017)
Mortality rate5.00 ‰ (2017)
Literacy rate100,00 % (2018)
Official languagesMalay, Chinese, Tamil, English
ChangeSingapore Dollar ($ SGD)
HDI0,935 / 1 (2018)
IPE64,23 (2018)
Nature of StateRepublic, authoritarian power
Head of statePresident Halimah Yacob
National HolidayAugust 9 (independence of Malaysia in 1965)
Codes ISOSG, SGP
NiceSingaporean, Singaporean
Tourists17,424,611 people (2017)

Formation de Sociétés à Singapour

 

Island of wealth between Malaysia and Indonesia

Singapore is a city-state in Southeast Asia located on an island in the far south of the Malay Peninsula. It shares maritime borders with Malaysia to the north and Indonesia to the south. The small archipelago includes 64 islands and islets, of which the main one is Pulau Ujong, very densely urbanized.

 

Formation de Sociétés à Singapour

 

Immigration is one of the big engines of the demographic development of Singapore, which has doubled its population in less than 20 years. The birth rate is very low and is continuously decreasing. Finally, the country is aging very quickly, like almost all rich countries.
The size of Singapore's urban area is now impressive and goes far beyond the country's borders: together with the Malaysian city of Johor Bahru, it forms a metropolis of around 8.1 million inhabitants, more than its own population. What to compete with the big world metropolises.
Its wealth attracts many Malaysians, but also Indonesians and Chinese. The city is a large industrial center, at the center of an area of intense maritime traffic, the Singapore Strait. It is one of the largest ports in the world, and the heart of Southeast Asia's economic exchanges.
However, despite its level of modernity comparable to large industrialized countries, democracy suffers in this island, which is nevertheless a republic. There are abuses of violence on the part of the police, and freedom of expression is under tight control by the government and its authoritarian power, which violently suppresses any attempt to challenge or oppose it.

 

Singapore Corporate Taxation

Corporate tax rate (IS)

Global CIT rate (%)17

Corporate tax (IS) due dates

CIT return deadlineNovember 30
CIT final payment due dateWithin one month of service of the notice of assessment.
Estimated due dates for CIT paymentsThe estimate of taxable income must be submitted within three months of the end of the financial year. The estimated tax is then payable within one month from the notification of the notice of assessment or in several installments according to a staggered payment schedule.

Personal income tax rate (PPI)

Global PIT rate (%)22
Personal income tax (PIT) due dates
PIT return due dateApril 15 (April 18 if filed electronically)
IRP final payment due dateWithin one month of the date of the assessment.
Estimated PIT Payment Due DatesN / A

Value added tax (VAT) rate

Standard VAT rate (%)Goods and Services Tax: 7

Withholding tax rate (WHT)

WHT rate (%) (Div / Int / Roy)Resident: NA;

Non-resident: 0/15/10

Capital gains tax rate (CGT)

Corporate capital gains tax rate (%)N / A
Tax rate for individual capital gains (%)N / A

Wealth / Equity Tax Rate

Global wealth / equity tax rate (%)N / A

Rate of inheritance and gift tax

Rate of inheritance tax (%)N / A
Gift tax rate (%)N / A

 

NA means Not Applicable (that is, the territory does not have the stated tax or requirement)
NP stands for Not Provided (i.e. information is not currently provided in this chart)