Got Questions?

Under Section 171 of the Singapore Company’s Act (Cap. 50), every Singapore  company must appoint one or more secretaries. Our clients usually appoint only one.  A company secretary must be a natural person having his/her principal or only place of residence in Singapore. A sole director or shareholder cannot be appointed as a company secretary.

A company secretary is not the person answering the phone and typing your documents. It is an appointment required by the government and this individual handles all company documents related to the company (by-laws, board meeting, etc.).

We have 3 different plans to fit YOUR needs and your BUDGET for your incorporation in Singapore. Our services are affordable and  allow you to cut down costs by doing some of the work by yourself. Some of our clients prefer turnkey projects. We offer this too and it is called the Premium Plan. Please click here.

Once you become our client, our user-friendly website and platform will walk you through each step of the services you selected and you will be able to personalize your options along the way. That concept is unique to PROCOSEC ASIA.

Yes. Our company secretary works full time at Procosec Asia and his/or her name is registered with the Singaporean authorities (ACRA) for that purpose.

Section 145 (1) of the Singapore Company’s Act (Cap. 50) requires that all Singapore  companies have at least one director who is “ordinarily resident in Singapore’ such as a Singapore Citizen, Permanent Resident, or someone who holds the relevant pass. PROCOSEC ASIA can provide you with a nominee resident director, if required, for a fee.

No. You can’t have a company named only with numbers for example (Quebec 9888-8888). You can use the words Asia, Asia Pacific, AP fir example.
A name (for a Singapore incorporated company) cannot be registered if it is:

1. Undesirable;
2. Identical to that of any other company, limited liability partnership or corporation, or to a business name; or
3. A name, or a kind of name which the Minister has directed the Registrar not to accept for registration such as:
   names with Singapore government connections such as “state”, “government”, “Temasek” etc.
   words such as “bank”, “insurance” requiring approval from the Monetary Authority of Singapore; from Singapore Tourism Board for names such as “Tours”, “Tourist” etc. for the names to be used and from Ministry of Education for names such as “Institute”, “College” or “Academy.
4. Every limited company must have a “Limited” or “Ltd” as part of and at the end of its name unless exempted by the Minister.
5. Every private company must have a “Private” or “Pte” As part of its name immediately before “Limited (or in the case of an unlimited company, at the end of its name. No description is inadequate or incorrect in Singapore because of the abbreviation “Co” for “Company”, “Pte” for “Private”, and “Ltd” for “Limited” (section 27, Companies Act Cap. 50).

We typically request our client to list a minimum of 3 names in order of preference.

No, provided that the ultimate beneficial owner does not hold shares in the company under his own name.

Effective from March 31st, 2017, Singapore companies are required to:

• Maintain a register of registrable controllers containing the particulars of the company’s registrable controllers (section 386AF of the Companies Act):
• Take reasonable steps to identify the registrable controllers of the company pursuant to section 386AG of the Companies Act);
• Keep the particulars of its register of registrable controllers up-to-date by sending notices to registrable controllers the company knows or has reasonable grounds to believe have changed or is inaccurate

Who is a Registrable Controller of a Company?

Controllers may be individual or corporate controllers.

An individual controller is one who has a significant interest in, or significant control over, the company.

A corporate controller is a legal entity which has a significant interest in, or significant control over, the company. The legal entity is any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company registered under the Companies Act.

Definition of significant interest and significant control

For companies with share capital, an individual or legal entity has “significant interest” in the company if the individual or legal entity:

1. Has an interest in more than 25% of the shares in the company; or
2. Has and interest in or more voting shares in the company and the total votes attached to that share, or those shares, is more than 25% of the total voting power in the company,

For companies without share capital, an individual or legal entity has “significant interest” in the company if the individual or legal entity holds, whether directly or indirectly, a right to share in more than 25% of the capital, or more than 25% of the profits, of the company.

For all companies, an individual or legal entity has “significant control” in the company if the individual or legal entity:

1. Holds the right, directly or indirectly, to appoint or remove the directors of the company who hold a majority of the voting rights at meetings of the directors on all or substantially all matters;
2. Holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the members of the company; or
3. Has the right to exercise, or actually exercises, significant influence or control over the company.

Timelines

Companies are required to each maintain a register of registrable controllers within the following timelines:

• Companies incorporated on or after March 31st , 2017: within 30 days after the date of incorporation; and
• Existing companies incorporated before March 31st , 2017: within 60 days after March 31st, 2017
• Companies which are not required to ,maintain the register but are subsequently required to do so: within 60 days after the date of being required to maintain the register.

Register of Registrable Controllers

• Every company is required to maintain a register of registrable controllers from March 31st, 2017 whereby information received on the controllers should be entered.
• The register of registrable controllers may be kept at the registered office address or the registered office of its registered filing agent appointed by the company.
• The register of registrable controllers may be kept electronically or in hardcopy format.
• The register will not be disclosed or make available for inspection to any member of the public including auditors.
• The register must be made available to Registrar and ACRA officers; Singapore Police Force and relevant public agencies when requested.

In line with international AML/FATC requirements, it is mandatory to provide the details of the ultimate beneficial owner prior to onboarding.

Yes, you need to visit the bank in person to open a bank account and be a bank signatory. Documents provided by the bank and your company secretary are required.

Yes, you can.

1. This person will need to visit the bank in person;
2. Certified true extract of the Directors’ resolutions signed by either 2 directors or 1 director and a company secretary to be provided to the bank; and
3. You should also discuss signature arrangement: jointly, singly, singly for a sum of more than SGD xxx, etc.; and
4. The process will take about 10 working days.

You can choose any last of a month to be your financial year end. However, see below:

If you are an individual shareholder, we suggest you to choose the last day of the month prior to the incorporation of your company in order to take advantages of some tax advantages for individual shareholder.

If you are a corporate shareholder, we suggest you to choose a day and a month similar to the one of your holding company to facilitate the consolidation of your accounts worldwide. This is not a legal requirement but a practical aspect.

You need to register for GST if:

The annual taxable turnover (sales) of your company derived in Singapore is more than SGD 1,000,000 (USD 733,000).

If your company is GST registered, you need to file the last day of every quarter of a calendar year (March 31st, June 30tyh, September 30th and December 31st)

If the name is available and resolutions are signed by the directors and shareholders at an Extraordinary General Meeting, the name can be changed and effective with the local authorities within 24 hours of the signed dated of the resolutions and its filing.

It can be SGD 1 to any other sum (EG.: SGD 1,000, OR SGD 10,000 OR SGD 50,000, etc.). it can be in any other currencies too. The paid up capital should be a number easy to be divided by a number of shares. The paid up capital will need to be paid in the bank account soon after the incorporation.

If you wish to apply for employment pass, we suggest a higher paid up capital to meet the Ministry of Manpower requirements who will look at the sustainability of the business and its paid up capital.

A few documents are required:

1.  A resignation letter must be signed the resigning director;
2. An appointment letter must be signed by the new director, if replacing the resigning director or appointing a local director;
3. Directors resolutions are required;
4. Form 45 signed by the new director is required; andF
5. iling with ACRA is required within 14 calendar days of the signed dates of the documents above. If filing is not done within the prescribed time, a late filing fine will be incurred. The amount of the fine will vary depending on how late is the filing done.

Yes.