Frequently Asked Questions
The company secretary holds an important position as a company stakeholder. The primary role of a company secretary is to ensure that all company records are adequately and accurately maintained and that the company maintains compliance to statutory requirements.
The company secretary is also responsible for preparing the Annual General Meeting minutes, assisting in filing changes in company’s particulars with ACRA, and other compliance matters indicated under the Companies Act.
The company secretary is required to be a local resident of Singapore and must not be the sole director of the company. He or she must have the requisite knowledge and experience to undertake the functions of a company secretary.
According to the Companies Act, a company secretary must be appointed within 6 months of a company’s incorporation.
All Singapore incorporated companies are mandated to employ a Company Secretary in compliance with Section 171 of the Companies Act.
A qualified company secretary must be appointed by the company director within the period of 6 months after the company’s incorporation.
You will need to inform your current secretary on your intention to change a new secretary and get them to hand over the secretary file.
Email us a copy of the company’s ACRA profile together with your company’s Constitution (Memorandum and Articles of Association), so that we can prepare the board resolution.
Before you can incorporate your company in Singapore, you need to fulfill all of the following minimum requirements:
- 1 individual or corporate shareholder.
- 1 resident director.
- 1 company secretary
- Initial paid-up capital of at least $1
- Registered office address in Singapore
The registered office address must be a physical local address that is accessible to the public during normal work hours. A Post Office Box or P.O. Box cannot be used for this purpose.
A residential address such as an HDB flat or private property can be a registered business address. However, the Urban Redevelopment Authority (URA) and Housing Development Board (HDB) must first approve the application for the residential address to be used as a home office.
Yes, the company name must be approved by ACRA before the incorporation process can commence. The approved company name can be reserved for up to 60 days.
Take note that ACRA does not allow company names that are obscene, undesirable and identical to that of an already registered business.
The paid-up capital, also known as equity or share capital, refers to the total amount of capital paid in full by the company shareholders.
No. If you engage our services, the transactions can be done via email and documents can be couriered.
For foreigners who wish to set up businesses in Singapore, the process may take longer than usual as the documents will be couriered. Kindly note that documents signed overseas have to be witnessed by a notary public.
The minimum paid-up capital before you can register a company in Singapore is $1. This amount can be adjusted and increased by the company.
Yes. Most banks require the presence of company stakeholders when opening a corporate bank account.
This depends on your needs and the nature of your business. Company accounts can be done on a daily, weekly, monthly, quarterly or yearly basis. Most companies prepare their accounts every month to review their business performance.
Any company registered in Singapore is required to keep its accounting records and financial accounts for at least 5 years. Failure to oblige may result in penalties and fines.
Your company is only eligible for compulsory GST registration if the annual turnover surpasses S$ 1 million during the previous year or if your company’s expected annual turnover in the coming year surpasses S$ 1 million.
The corporate tax rate in Singapore is 17%.
The Memorandum and Articles of Association set out the structure and internal regulations of the company. When you engage GEO to incorporate your company, we will prepare and submit your M&AA to the ACRA for you.
The Annual General Meeting or AGM is an annual meeting attended by stakeholders of the company. During the AGM, the company director is required to present the company’s accounts which should reflect the true and accurate financial standing of the company.
An annual return is the annual financial statement that companies are required to file with the ACRA. These documents include key information on the registered office address, stakeholders, auditor if applicable, and either an audited or unaudited report.
The company’s annual return must be filed 30 days after the Annual General Meeting (AGM) has been held.
The company director must be aged 18 years and above. The company director must not have any record of malpractice, fraud or bankruptcy. For private limited companies in Singapore, there must be at least one company director who is a Singapore citizen, permanent resident, Entrepass or Employment Pass holder.
For foreign companies that encounter difficulty in appointing a local company director, you may engage our nominee director services.
A local company director is one of the requirements for company incorporation in Singapore. Foreign individuals and entities that encounter difficulties in appointing a local company director may engage nominee director services in order to satisfy the statutory requirement.
GEO provides nominee director services to help you fulfill the company incorporation requirements.
Yes. Registered companies can be 100% owned by foreign individual or corporate shareholders. However, you will still have to appoint a local nominee director as a requirement of the Companies Act.
Foreign entrepreneurs may manage their business remotely and visit Singapore at their own convenience. Those who wish to relocate and manage their business may do so by applying for an Entrepass or an Employment Pass.
The Entrepass allows qualified foreign entrepreneurs to establish and operate a business in Singapore. The Employment Pass allows qualified professionals, managers, executives, and company owners to work in Singapore.
No, foreign individuals are not allowed to register their company’s branch office personally. The branch office registration can only be carried out by a professional services company.
According to the Companies Act, the minimum requirements for branch office setup in Singapore are as follows: two local resident agents and a local registered address.
A Singapore citizen, permanent resident, or an employee of the branch office with an Employment Pass can be appointed as a local resident agent.
In order to enable us to prepare the necessary documents for the registration of a Singapore Branch, we require the following information and documents:
- Name and registration number, registered office address and authorized capital of the foreign company.
- Business activities of the foreign company.
- Names, passport numbers, and addresses of the directors of the foreign company.
- Names, identification numbers, and addresses of two (2) local agents who must be Singapore citizens or permanent residents who are residing in Singapore.
- Registered office address in Singapore.
- Certified true copy of the Certificate of Incorporation, duly notarized with Notarial Certificate.
- Certified true copy of the Memorandum and Articles of Association, duly notarized with Notarial Certificate.