Frequently Asked Questions (FAQ)

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

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

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 company 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.

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.

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 for 60 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.

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 is payable.

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

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.

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.)

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.

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.

Yes.

No.

$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.

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

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

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

MC Corporate Services will provide you with an Company Constitution which is in compliance with the requirements of the Singapore Companies Act.

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

Singapore Corporate Access (CorpPass) is a single corporate digital identity for businesses and other entities (e.g. non-profit organisations and associations) to transact online with government agencies.

Entities which transact with the Government should register for and set up CorpPass, as this will be the required login method by December 2017.

With effect from 31 March 2017, nominee directors are required to disclose their nominee status and nominators to their companies.

With effect from 31 March 2017, companies, foreign companies and LLPs (unless exempted) will be required to maintain beneficial ownership information in the form of a register of registrable controllers, and to make the information available to public agencies upon request.

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.

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.

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.

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.

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.

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

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.

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

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, Company Constitution 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.

No.

The auditor must be a Singapore Certified Public Accountant.

Companies resident in Singapore are taxed on their income generated from Singapore. Net profits before taxes are taxed at 17% (YA2010). 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.

Yes, there are penalties and composition fines for late filing. This has to be paid to ACRA.

There are key legislative amendments targeted for implementation in first half of 2018: amendments to annual general meetings (AGMs) and annual returns.

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.

There are key legislative amendments targeted for implementation in first half of 2018: amendments to annual general meetings (AGMs) and annual returns.

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.

There are key legislative amendments targeted for implementation in first half of 2018: amendments to annual general meetings (AGMs) and annual returns.

Singapore companies are required to file Audited Financial Statements except the following exempted company:

Currently, a company is exempted from having its financial statements audited if it is an exempt private company with annual revenue of $5 million or less. This approach is being replaced by a new small company concept which will determine exemption from statutory audit. Notably, a company no longer needs to be an exempt private company to be exempted from audit.

A company qualifies as a small company if:

1. it is a private company in the financial year in question; and
2. it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:
   • total annual revenue ≤ $10m;
   • total assets ≤ $10m;
   • no. of employees ≤ 50.

For a company which is part of a group:

1. the company must qualify as a small company; and
2. entire group must be a “small group” to qualify to the audit exemption.

For a group to be a small group, it must meet at least 2 of the 3 quantitative criteria on a consolidated basis for the immediate past two consecutive financial years.

Where a company has qualified as a small company, it continues to be a small company for subsequent financial years until it is disqualified. A small company is disqualified if:

1. it ceases to be a private company at any time during a financial year; or
2. it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.

Where a group has qualified as a small group, it continues to be a small group for subsequent financial years until it does not meet at least 2 of the 3 the quantitative criteria for the immediate past two consecutive financial years.

Financial Statements have to be filed with our local tax authorities (IRAS).

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.

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.

1. Certificate of Incorporation & Common Seal
2. Statutory books & Memorandum & Articles of Association
3. Register of Members
4. 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.

With effect from 31 Mar 2017, companies and limited liability partnerships (LLPs) are no longer required to use the common seal in the execution of documents as a deed, or other documents such as share certificates. Companies and LLPs can execute documents by having them signed by authorised persons.

Yes, a company incorporated in Singapore must have a registered office in Singapore.MC Corporate Services offers this service.

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.

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.

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