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General information:

Singapore ranks as one of the top most competitive and profitable places for business investors. The reason so many people are incorporating a business in Singapore is because this country is the perfect place where East meets West. Today a leading financial hub in Asia, Singapore has offices of most of the major international banks, multinational organizations and financial institutions of the world. With a strong currency and a well established infrastructure Singapore offers business people the opportunity to set up an overseas corporation in a sound and stable environment. Singapore is a common law jurisdiction. The most commonly used official languages are English and to a lesser extent, Chinese, Malay and Tamil which are also official languages. The currency used is Singapore Dollars and there is no exchange control.

Type of company:

A Private Limited Company

A private limited company ("Singapore Company") is incorporated under the Singapore Companies Act and registered with Accounting & Corporate Regulatory Authority (ACRA). As one of the types of Singapore business registration, a Singapore Company is a separate legal entity from its owners and as such the owners of the company are generally not liable for the debts of the company.

The most common type of company to be incorporated in Singapore is the private company limited by shares, commonly known as a private limited company. Shareholder's liability, in most cases is limited to the amount they paid for.

Listed below are some reasons why you should consider incorporating your business in Singapore:

• In Singapore anyone including foreigners can set up and operate a business.
• Business Migration Visa (entrepreneur pass) available for foreign entrepreneurs who wish to establish their company and reside in Singapore to run their new Singapore company.
• New Singapore setup Companies pay zero Corporate Tax for the first $100,000 profit for 3 years consecutively.
• Zero taxes on capital gains, dividends paid to shareholders are tax exempt
• Protect your personal assets
• No exchange controls or restrictions on repatriation of profits
• In Singapore resident companies take advantage of the fact that Singapore has an extensive double tax network treaty.

The registration of a private limited company : The requirements and procedures of Setting up a business in Singapore are relatively simple and easy:

Name of the company : Singapore private limited companies must use the suffix Pte.Ltd. Names suggesting specialist activities such as bank, financial institution, insurance, fund management, university, Chamber of Commerce and other similar names are generally prohibited. Name resembling the names of existing companies or anything that in the opinion of the Registrar of Companies is offensive will be rejected. Memorandum and Articles of Association: A company is incorporated in Singapore by submitting an application made to the Registrar of Companies. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.

Shareholders : There must be at least 1 shareholder who can either be an individual of any nationality or a corporate person. Details of the shareholders must be filed and appear on the public file, but nominee shareholders can be used to preserve the anonymity. Directors: Singapore private limited company can have one director who must be ordinarily resident in Singapore i.e. a Singapore Citizen, a Singapore Permanent Resident or a person who has an Employment Pass. Details of the directors appear on the public file. The director and the company secretary cannot be the same person.

Company Secretary : Companies are required to appoint a qualified resident company secretary, who must be a natural person. The share capital: There is no specific minimum capital requirement. The recommended authorized share capital is S$ 1,000. The minimum number of issued share is 1.

Registered office : Every company, registered in Singapore is required to have a registered office and address there

Taxation : Singapore sourced income is currently subject to a rate of taxation of 18 per cent from the tax year 2005 onwards. A Singapore resident company is only taxed on Singapore sourced income and foreign income, which is remitted to Singapore. A non-resident Singapore company would pay tax only on Singapore source income.

Double Taxation Agreement : Singapore has a wide double tax treaty network with countries such as China, Indonesia, Thailand, Malaysia, Philippines, Vietnam, India, Japan, Korea, Australia, New Zealand, South Africa, United Kingdom, Netherlands, Germany, Switzerland, Sweden, France, Belgium, Finland and the United Arab Emirates.

Audit and financial returns : For companies with annual turnover over S$5m, annual audited accounts are required to be filed with the Singapore Registrar. The accounts must be audited by a registered certified public accountant in Singapore. However, Exempt companies are not required to file audited accounts.

To be defined as Exempt Company, the following conditions must be met:

• members of the company must not exceed 20,
• members of the company should be individuals and not a corporation
• Annual turnover should not exceed S$5m.