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Establishing a Company in Singapore: Updated Conditions, Procedures, and Costs

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Establishing a company in Singapore has become an attractive option for many entrepreneurs and investors due to its favorable business environment, preferential tax policies, and advanced infrastructure. However, to commence business operations there, investors need a clear understanding of the conditions, procedures, and costs involved in company registration. In this article, we will explore the latest essential information to help you more easily embark on your entrepreneurial journey in the “Lion City.”

General Conditions for Establishing a Business in Singapore

Establishing a Company in Singapore: Updated Conditions, Procedures, and Costs

Investors must comply with the conditions stipulated under Vietnamese investment law and obtain an Outward Investment Registration Certificate to conduct business activities. Specifically:

  • Investors must carry out outward investment activities in accordance with Article 51 of the Investment Law.
  • Investment is prohibited in sectors banned for outward investment as specifically provided in Article 53 of the Investment Law 2020. For conditional sectors, investors must fully comply with all relevant requirements.
  • Commitment to arrange foreign currency for outward investment – investors must self-commit or obtain a written commitment from an approved credit institution to arrange foreign currency.
  • Provide the outward investment decision from Vietnam in accordance with Article 59 of the Law.
  • Obtain written confirmation from the tax authority of fulfillment of tax obligations (valid for no more than 3 months from the date of issuance to the date of dossier submission).

When registering a business in Singapore, investors must also comply with Singapore’s legal requirements:

  • Charter capital: Minimum one unit of currency (e.g., SGD 1).
  • Registered office: Must be located at a specific address in Singapore.

Regarding personnel, the following requirements apply:

  • Director: At least one director must be appointed for the company in Singapore; this person must be a Singapore citizen, permanent resident, or hold a valid work pass in Singapore.
  • Company secretary: The company secretary must have knowledge of Singapore company law and must be a Singapore resident.
  • Shareholder: At least one shareholder must be a Singapore resident and comply with the legal procedures for company establishment.

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7 Steps to Establish a Company in Singapore

Establishing a Company in Singapore: Updated Conditions, Procedures, and Costs

Phase 1: Application for Outward Investment Registration Certificate

Vietnamese investors must register outward investment if establishing a company involves the use of capital (money, machinery, intellectual property rights, property rights) transferred from Vietnam to Singapore.

Pursuant to Clause 13, Article 3 of the Investment Law 2020: “Outward investment activities refer to investors transferring investment capital from Vietnam abroad and using profits derived from such capital to conduct investment and business activities overseas.”

Thus, if capital, assets, or funds from Vietnam are used to establish a company in Singapore, the outward investment registration procedure must be carried out with the Ministry of Planning and Investment. If the outward investment capital in foreign currency equals or exceeds VND 20 billion, the Ministry will seek opinions from the State Bank of Vietnam.

The time limit for issuing an outward investment registration certificate under the Law is 15 working days if the dossier is valid.

Upon completion of the investment activity of establishing a company in Singapore, all lawful profits may be repatriated to Vietnam.

The dossier includes the following items:

  • Application for outward investment registration to Singapore
  • Document proving legal status of the investor
  • Decision on investment to Singapore;
  • Written commitment to self-balance foreign currency or written commitment from an approved credit institution to arrange foreign currency for the investor.
  • If investing in banking, securities, insurance, research, or technology sectors, prior official approval from the competent state authority is required regarding fulfillment of outward investment conditions under the law.

Phase 2: Company Establishment in Singapore

Step 1: Select Business Structure

Choose the appropriate company type and determine the number of owners, organizations, and shares of the company. Common business structures include private limited company, limited liability partnership, and private limited company.

Step 2: Name Selection, Check, and Company Name Registration

Entrepreneurs wishing to register their company must have a company name approved by ACRA. This procedure can be carried out online provided the investor complies with regulations and approval is usually granted within a short time.

When establishing a business in Singapore, the company name must not be identical to any existing enterprise or company.

No trademark infringement is permitted.

No vulgar or offensive language is allowed.

Step 3: Prepare Company Establishment Dossier

Prepare necessary information, including:

  • Company name
  • Brief description of business activities
  • Registered address in Singapore
  • Director information (including at least one Singapore resident)
  • Company secretary information (if any)
  • Memorandum and Articles of Association (MAA) – The Singapore company registration authority provides a standard MAA suitable for most situations.

Specific shareholder information in each case:

  • Foreign entrepreneur: Copy of passport and proof of residential address (abroad).
  • Singapore resident: Copy of Singapore identity card.
  • Corporate shareholder: Copy of registration documents, including Certificate of Incorporation and Memorandum and Articles of Association.

The enterprise must prepare the following documents:

  • Approved company name document.
  • Detailed business plan of the company.
  • Document appointing directors.
  • Passports of all directors and members of the company.
  • Application for outward investment registration with the Ministry of Planning and Investment if required.
  • Proof of address of all directors and members (e.g., utility bills, bank statements). Documents must be provided in both Vietnamese and English and must be no older than 3 months.

Step 4: Submit and Receive Company Registration Results

The enterprise submits the complete dossier along with the company registration application form to ACRA for the company registration process. In most cases, ACRA will review the application relatively quickly, often within a few hours. However, in special cases, the enterprise may be required to provide additional necessary documents (if any).

Upon approval, ACRA will send the result notification to the registered email. If the company is successfully registered, this email serves as verification in lieu of an official document recognizing the enterprise’s right to conduct business in Singapore and includes the company registration code (Unique Entity Number – UEN) attached as an electronic certificate.

In addition, the email contains a link to download the electronic company dossier. This electronic dossier records important company information in Singapore.

Step 5: Open a Corporate Bank Account

When opening a corporate bank account, banks in Singapore typically require the following:

  • The account holder and company director must be physically present in Singapore to meet with the bank regarding the account opening.
  • The company must provide the dossier and sign necessary documents as required by the bank.

Documents commonly required by banks include:

  • Bank account opening application form provided and guided by the bank.
  • Valid company documents established in Singapore: Business Registration Certificate, company articles of association;
  • Passports of the director/account holder/shareholders.
  • Proof of address of the director/account holder/shareholders.
  • Cheque deposit.

Step 6: Register for Goods and Services Tax (GST)

GST (Goods and Services Tax) is an indirect tax levied when customers purchase goods or services from a company. If the company’s annual taxable revenue exceeds SGD 1 million, it must register for Goods and Services Tax (GST) with the Inland Revenue Authority of Singapore (IRAS).

If it is projected that taxable revenue in the next 12 months will exceed SGD 1 million, the enterprise should proceed with GST registration. Once registered for GST, the enterprise is responsible for filing GST returns and making payments at the end of each accounting period (monthly or quarterly). Note that from January 1, 2023, the GST rate has been increased from 7% to 8%.

Step 7: Annual Reporting

Upon successful company registration in Singapore, the enterprise must submit annual financial statements in accordance with Singapore Financial Reporting Standards.

Revenue and Estimated Chargeable Income (ECI) must be declared annually within 3 months from the end of the financial year.

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Incentives for Establishing a Company in Singapore

Preferential Tax Incentives

Singapore has the third-lowest corporate tax rate in the world at 17%. In addition, new or developing enterprises enjoy a range of tax incentives, including tax rate reductions, temporary tax exemptions, and tax rebates. These incentives provide businesses with excellent opportunities to reduce costs and increase profits, supporting stable and sustainable growth.

Financial Support

Singapore offers numerous financial support policies for enterprises, including working capital and investment capital. Notable financial support programs include Temasek Holdings, Enterprise Singapore, SPRING Singapore, and others.

Support Policies

Singapore provides extensive support policies for enterprises, including human resource training and development, technical assistance, product development support, and solutions for quality of life and living space issues.

Consultation Services for Company Establishment in Singapore at BKC Law

BKC Law provides professional consultation services for establishing companies in Singapore, assisting entrepreneurs and investors in easily understanding the legal process and requirements. With an experienced team of lawyers, BKC Law offers detailed advice on business structures, dossier preparation, and compliance with legal regulations. We are committed to accompanying you throughout the process, ensuring smooth and rapid company establishment.

To receive free legal consultation at BKC Law, please contact our lawyers using the following information:

Telephone: 0901 3333 41
Email: info@bkclaw.vn
Branch in District 1: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, District 1, Ho Chi Minh City
Branch in Binh Tan: 41 Ten Lua Street, Binh Tan District, Ho Chi Minh City

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