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What is a company?
A company is an entity which is recognised legally
as separate from the persons who formed it or are shareholders
in the company.
What is a business?
A business can be run by one person (a sole-proprietorship)
or by two or more people together (a partnership).
How is a company different from a business?
A business is not distinct and separate from
the people who run it.
A company has limited liability and the shareholders
may not be held responsible for the debts and liabilities incurred
by the company.
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.
How do I register a company?
You register the company with the Registry of
Companies to incorporate a company under the Companies Act.
First, you must choose a name for your company
and lodge with the Registry an Application for Approval and
Reservation of Name, with a fee of S$15.00 per name. The application
can be filed online through your lawyers or a service bureau.
An approved name will be reserved for 2 months for you to submit
your incorporation particulars online thereafter.
After the name has been approved, you would have
to inform your lawyers or the professionals you engage for the
incorporation to incorporate the new company online. You may
also incorporate the company online through a service bureau.
A
registration fee of S$300.00 is payable for the incorporation
of a new company limited by shares regardless of the authorised
capital of the new company.
The
company must have at least 2 directors one of whom must be locally
resident, that is, a Singapore citizen, Singapore Permanent
Resident, Singapore Employment Pass Holder, an Approval-in-Principle
Employment Pass Holder or a Dependant's Pass Holder.
A registration fee, based on the authorised capital of the company,
is payable.
How
do I register a business?
For a business, you register with the Registry of Businesses
under the Business Registration Act. You must choose your business
name and submit an Application for Approval for a Business Name
(Form A) and Application to Register a Business Firm (Form B).
A fee of S$15.00 for Form A and S$105.00 for Form B is payable.
Upon
registration a Certificate of Registration will be issued to
you which is valid for one year and renewable annually at S$25.00.
What
do I do after my company has been registered?
You have to comply with the sections of the Companies Act. Some
points to note :-
| a. |
The
Company must appoint an auditor within 3 months from the
date of incorporation of the Company. |
| |
|
| b. |
The
Company must appoint a Company Secretary (a duly qualified
person) within 6 months from the date of incorporation. |
| |
|
| c. |
The
Company must have a registered office which is open to the
public for 3 or more hours Mondays to Fridays between 9am
and 5pm. |
| |
|
| d. |
The
Company must hold an Annual General Meeting and the shareholders
of the Company must approve the Company's audited accounts.
Within one month after the Annual General Meeting, an Annual
Return together with the audited accounts must be filed
with the Registry of Companies. |
What
do I do after my business has been registered?
A
local manager of the business must be appointed if his appointment
is compulsory under the law. For example, if the sole-proprietor
or all the partners of the business do not have local addresses.
You
must notify the Registry of all changes to the ownership or
management of the business within 14 days of such changes by
filing Form D with an application fee.
Can
I start a branch of a foreign company in Singapore?
Yes. Such a branch is also registered under the Companies Act.
The following documents will be required together with the necessary
application fee :-
| a. |
a certified copy of the foreign company's Certificate of
Incorporation or registration document; |
| |
|
| b. |
a
certified copy of the foreign company's charter, statue,
constitution or memorandum or articles of association; |
| |
|
| c. |
a
memorandum of appointment or power of attorney appointing
2 or more locally resident persons; |
| |
|
| d. |
a
form by the foreign company giving the particulars of the
directors at the time of registration; |
| |
|
| e. |
Notice
of Situation of Registered Office and of Office Hours at
time of Incorporation; |
| |
|
| f. |
Statutory
Declaration by Agent of Foreign Company. |
Is
there an alternative to registering a branch of a foreign company?
You may consider registering a Representative Office with the
Singapore Trade Development Board ("STDB"). The STDB
registers only Representative Offices from the manufacturing,
trading, trade logistics and trade-related services sectors.
Such Representative Offices must comply with terms and conditions
laid down by STDB. You can obtain application forms from STDB
or its offices worldwide.
A
Representative Office cannot conduct business on its own in
Singapore. It merely acts as a liaison between the customer
and the Head Office.
Other
information
Both registries are located at 10 Anson Road #05-01/15 International
Plaza Singapore 079903. The forms referred to above can be obtained
from SNP Corporation Ltd.
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