1) Q. What is a company?

A. A company is an entity which is recognized legally as separate from the persons who formed it or are shareholders in the company.

2) Q. What is a business?

A. A business can be run by one person (a sole-proprietorship) or by two or more people together (a partnership) or through a limited liability partnership (LLP).

3) Q. How is a company different from a business?

A. A business is not distinct and separate from the people who run it.

For a private limited company, it is a separate legal entity in its own right. Therefore the directors and shareholders have limited liability as long as the business is operated legally and within the terms of the Singapore Companies Act.

If you own a business or are part of a partnership, you are personally responsible for the debts and liabilities and your personal assets can be taken by creditors towards payment of these debts.

4) Q. How do I register a company?

A. You register the company with the Accounting & Corporate Regulatory Authority ("ACRA") to incorporate a company under the Singapore Companies Act.

A registration fee is payable for the incorporation of a new company limited by shares.

Q.5) What is the incorporation procedure, and how long does it take?

A: Firstly, you choose the name of the proposed company and search the availability of that name with ACRA. Assuming the name is available, it is then reserved for60 days online through ACRA. After the name has been approved, you will have to inform your company secretary to incorporate the company online. Details of the Director(s), issued/paid-up share capital, shareholder(s) and primary business activities are submitted. The time frame for incorporation (for local directors) is within 1 day. With foreign Directors on board, the incorporation process can take a little longer.

Incorporation forms, such as Form 45 and Form 49 are also completed for the secretarial records to show that all the company's officers agree to their responsibilities and terms of appointment. This paperwork is not required by ACRA, but most companies prefer to have hard copies of agreements for the purpose of transparency.

A hard copy of the Certificate of Incorporation, notarized by an ACRA officer, can be ordered from ACRA, if required.

Q.6) How do I register a business?

A: For a business, you are required to register with ACRA under the Business Registration Act. You must choose your business name and submit an Application for Approval for a Business Name and Application to Register a Business Firm. A registration fee of $65.00 is payable.

Upon registration an email notification on the registration will be issued to you which is valid for one year and renewable annually at S$ 20.00.

Q.7) Are there restrictions on names?

A: Yes, certain names including references to Government bodies and professional bodies will need justification. A name cannot be registered if it is the same (or sometimes, very similar) as an existing company - unless a successful appeal is made to ACRA.

Q.8) What is the minimum and maximum number of Directors permitted?

A: 1. A company must have a minimum of one director and if there is only one director, he must be a local Resident Director. (i.e. he must either be Singapore Citizen, Permanent Resident, or a person holding an Employment Pass.)

2. MC Corporate Services Pte Ltd can provide you with a nominee resident director, if you require this service. There is no limitation on the number of Directors on board.

Q. 9) Any residential, nationality requirements or professional qualifications for Directors?

A: No there are no general requirements of residence or qualification (although one of the Directors must be a local resident Director.) Undischarged bankrupts or persons subject to disqualification under the Companies Act Cap 50 cannot act as Director.

Q.10) Can the Company act through power of attorney?

A: Yes.

Q.11) Are corporate Directors permitted?

A: No.

Q.12) What is the minimum issued/paid up capital?

A: $1.00 per shareholder (congruent with currency of paid up capital)

The indicated issued share capital must be paid up immediately upon commencement of business transactions.

Q.13) What is the permitted currency of share capital?

A: Any currency, although the Singapore Dollar is the preferred currency of choice and convenience.

Q.14) Registered or bearer shares allowed?

A: Private Limited companies can only have registered shares. Bearer shares are not allowed.

Q.15) What is the minimum number of shareholders?

A: One. The shareholder(s) can be a corporate body or an individual.

Q.16) What about Memorandum and Articles of Association of the Company (M&A)?

A: MC Corporate Services will provide you with an M&A which is in compliance with the requirements of the Singapore Companies Act.

Q.17) How long does it take to incorporate a Private Limited Company?

A: At MC Corporate Services Pte Ltd, we can incorporate your company within a day.

Q.18) Who is a Company Secretary?

A: Every company must have at least one local resident Company Secretary. The Company Secretary is an officer of the Company.

Q.19) What are the essential pre-requisites of Corporate Secretary?

A: Under Section 171(1AB), the Company Secretary of a public company must possess at least one of the following qualifications:-

• a qualified person under the Legal Profession Act (Cap. 161).
• an accountant registered with the Institute of Certified Public Accountants of Singapore.
• a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators or possess such academic or professional qualifications as maybe prescribed, and is capable of discharging the function of Secretary of the company.

Q.20) What are the duties of the Company Secretary?

A: The duties of the company secretary may be divided generally into three main areas:

• maintaining statutory registers;
• completing and filing statutory forms and
meetings and resolutions.

Q.21) Is a registered office required?

A: Yes, a company incorporated in Singapore must have a registered office in Singapore.MC Corporate Services offers this service, inclusive of mail holding at a nominal fee of S$300.00 per annum.

Q.22) What documents must be maintained at the registered office?

A:

• Certificate of Incorporation & Common Seal
• Statutory books & Memorandum & Articles of Association
• Register of Members
• Accounting Records

(However, Directors can decide to keep them at a different place, the location of which must be agreed by way of Directors resolution and lodged with ACRA).

MC Corporate Services can provide this service.

Q.23) Are the documents available for public inspection?

A: For Private Limited Companies, documents are not open to public inspection, such as accounts, debentures, names of directors, share capital, particulars of any legal charges. However, some documents are available for inspection to shareholders.

Q.24) Where will the first and subsequent board meetings of directors have to be held?

A: Anywhere. Although, in order for the Company to be considered as a tax resident in Singapore, the tax comptroller requires board meetings or at least the decision making matters to be decided at meetings held in Singapore.

Q.25) Are there requirements for annual audited accounts to be filed with the local tax (IRAS) and corporate (ACRA) authorities?

A: An audit is only mandatory if:

• A company is not private exempt;
• Its turnover exceeds 5 million dollars;
• Any shareholder with a stake of at least 5% requests one.

However, all private exempt companies must prepare a report with annual accounts in accordance with the Singapore Financial Reporting Standards (FRS), signed by 2 Director(s) on behalf of the company. (Sole director will sign singly).

FRS accounts have to be filed with our local tax authorities (IRAS).

Q.26) Must the company hold its AGM even though it is dormant?

A: Every company is required to hold its AGM and file its annual return even though it is dormant. However, the law has been amended to allow companies to dispense with AGM's provided the requisite formalities have been finalized.

Q.27) Where is the location for general meetings of shareholders and members?

A: Anywhere. The first meeting of shareholders must be held within 18 months from the date of incorporation to accept the Directors Report and Audited/FRS Accounts. A proxy can be appointed to attend the Annual General Meeting ("AGM").

After that, an AGM must be held once in every calendar year and not more than 15 months from the last AGM.

Q.28) Is there any penalty for late lodgment of the annual return and accounts with ACRA?

A: There are penalties and composition fines for late filing this has to be paid to ACRA.

Q.29) What annual tax is levied, and when is it payable?

A: Companies resident in Singapore are taxed on their income generated from Singapore. Net profits before taxes are taxed at 18% (YA2008). Although, for all newly incorporated Exempt Private Limited companies, there is tax exemption on the first $100,000.00 of taxable income (net profit after tax allowances and tax adjustments), for the first 3 years.

Q.30) What are the residential and professional qualifications for the company's appointed Auditor?

A: The auditor must be a Singapore Certified Public Accountant.

Q.31) Is there tax on bank deposits in local banks?

A: No.

Q.32) What is required to set up a bank account in Singapore?

A: Firstly, a Director's Resolution must be passed to agree to the signatory(s) (and, administrator(s) in the case of Internet banking), of the company bank account. A separate Director's Resolution is required for each type of banking i.e. checking, internet, and telephone.

Secondly, the authorized signatory(s) and the Directors who signed the resolution for opening the bank account are required to attend personally at the bank to open a new account, with a recent copy of the Company's business profile, M&A and Directors' Resolution. (In the case of a sole Director who is also the signatory, the Company Secretary will be required to attend.) Most local banks require a minimum deposit of S$1,000.00 for Singapore Dollar Account or USD$1,000.00 for United States Dollar account. Boutique/foreign banks may require a deposit of $10,000 in the respective currencies.

Q.33) Are licenses required?

A: Yes, for certain specified groups, for example banking, insurance, financial services, consumer credit related services and employment and maid agencies.

Q.34) What is a private exempt company?

A: A private exempt company is one that has less than 20 shareholders all of whom are individuals and the company must be solvent at all time. Once there is a corporate shareholder, the company will no longer be classified as a private exempt company.

Q.35) What is a foreign company?

A: A foreign company or branch is a company that is registered in Singapore with its head office outside Singapore.

Q.36) Can I start a branch of a foreign company in Singapore?

A: Yes. Such a branch is also registered under the Singapore Companies Act. The following documents will be required together with the application fee:

• a certified copy of the foreign company's Certificate of Incorporation or registration document;
• a certified copy of the foreign company's charter, statue, constitution or memorandum or articles of association;
• a memorandum of appointment or power of attorney appointing 2 or more locally resident persons;
• a form by the foreign company giving the particulars of the directors at the time of registration;
• Notice of Situation of Registered Office and of Office Hours at time of Incorporation;
• Statutory Declaration by Agent of Foreign Company.

Q.37) How many agents are required and who can be an agent of a foreign company?

A: Every foreign company must have at least 2 local agents acting on its behalf in Singapore. They must be Singapore Citizens, Singapore Permanent Residents, or hold an Employment Pass. MC Corporate Services can provide you with a nominee agent, if you require one.

Q.38) Can a company engage the same external firm for its corporate secretarial, accounting and auditing requirements? if not, then why?

A: Yes, you can have MCCS as your Corporate Secretarial agents and accounting agents. However because of the Auditor's Independence Rules the audit work will have to be done by our co- partners.

Q.39) MCCS seems to be a relatively new Company. How can I be confident of its ability to meet my requirements?

A: Whilst MCCS may be a new brand, its management team has extensive experience in the full range of top quality Corporate Secretarial and legal work. Our Managing Director has over 25 years of Corporate Secretarial experience most of which as partner in an established law firm and head in a 'Big Four' firm. She is a very experienced Chartered Secretary and lawyer and has a team of qualified Chartered Secretaries each of whom have over 10 years of experience in managing all aspects of Corporate services and related customer care.

For more details please visit our website at http://www.mccorporate.com.sg/profile.html

Q.40) What is the differentiating advantage of choosing MCCS for our Corporate Services requirements?

A: Briefly, by choosing MCCS, you will experience the same if not higher professionalism and uncompromized efficiency normally associated with the larger corporate services houses whilst receiving much more personalized, prioritized service at far more competitive prices.

Click Here for further information.

Please also contact us at contact@mccorporate.com.sg to let us know how we can assist you.