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When it comes to establishing your business in Singapore, The Prism Consultancy Co. (SG) PTE. LTD. is your ultimate guide. Specializing in startups and small to medium-sized enterprises, we offer expert guidance and comprehensive solutions for company formation, taxation, immigration, and ongoing compliance matters. Our streamlined processes ensure that your business can be incorporated in Singapore in just ONE WORKING DAY, allowing you to start your entrepreneurial journey without delay.

Business in Singapore

Singapore, a dynamic city-state nestled in Southeast Asia with a population of approximately 5 million residents, stands as a global beacon of business excellence. A notable feature is its cosmopolitan composition, with nearly 29% of its inhabitants being foreigners. This diversity is complemented by Singapore’s historical ties with Britain, preserving English as the primary business language and embracing the English common law system. The Singapore Dollar serves as the local currency, and the nation’s financial integrity is underscored by its absence from the blacklists of most onshore jurisdictions.

Singapore’s allure as a global trading jurisdiction is undeniable, attracting over 7,000 multinational corporations spanning various economic sectors. Its business-friendly environment, bolstered by a highly educated workforce and efficient infrastructure, makes it a preferred destination for international investments. Beyond business, Singapore’s strategic location elevates it as a crucial sea and air transportation hub, facilitating not only regional but also global trade and finance. As the fourth-largest financial center worldwide, Singapore safeguards bank secrecy through both Common Law’s contractual duty of confidentiality and statutory regulations outlined in the Banking Act.

For a comprehensive overview of business entities in Singapore, please refer to Annex 1. The country’s territorial tax system offers a range of opportunities for tax-effective structuring of foreign investments, with a corporate tax rate of 17%. Singapore’s multifaceted strengths combine to create an ideal ecosystem for businesses to thrive in a globalized landscape. Whether you seek a well-regulated business environment, a strategic gateway to Asia, or a dynamic financial center, Singapore continues to be an exceptional choice, providing the stability and growth prospects that businesses of all sizes desire in an ever-evolving world economy.

Advantages of Singapore Tax System

  1. Singapore company has to pay tax in Singapore on taxable income that is accrued in or derived from Singapore; or received in Singapore from outside Singapore.
  1. Capital gains are not taxable. These include gains on sale of fixed assets and gains on foreign exchange on capital transactions.
  1. Singapore Company enjoys tax exemption scheme for new startup companies for first 3 years.
  1. A Singapore Company is taxed on the income earned in the preceding financial year. This means that income earned in the financial year 2021 will be tax in 2022.  In tax terms, 2022 is the Year of Assessment (YA), as it is the year in which the Company’s income is assessed to tax.
  1. Dividends are generally not taxable in Singapore.
  1. Under the one-tier corporate tax system, the tax paid by a Singapore company is final. Therefore, the shareholders would not be taxed on dividends paid by a Singapore resident company.
  1. Singapore tax resident companies may enjoy tax exemption on specified foreign-sourced income that is remitted into Singapore.
  1. Singapore has double taxation treaties with more than 80 Countries.

Tax Exemption Scheme for New Start-Up Companies

Starting Year of Assessment (YA) 2020, the tax exemptions for qualifying companies for their first 3 consecutive YAs are as follows:

YA 2020 onwards

    • 75% exemption on the first $100,000 of normal chargeable income (income to be taxed at the prevailing Corporate Income Tax rate of 17%) ; and
    • A further 50% exemption on the next $100,000 of normal chargeable income (income to be taxed at the prevailing Corporate Income Tax rate of 17%).

This exemption scheme applies to qualifying companies only for their first 3 consecutive YAs. From the fourth YA onwards, companies can enjoy the partial tax exemption.

Sample Tax Computation

Samples  of Singapore tax computation based on net profit S$300,000 for year 1 to 4 for non investment activities **
      
 Year 1 to 3 Year 4 onward
ReferenceS$S$ReferenceS$S$
Chargeable Income (before exempt amount)      300,000.00Chargeable Income (before exempt amount)      300,000.00
      
Less : Exempt amount  Less : Exempt amount  
75% on first S$100,000     (75,000.00) 75% on first S$10,000        (7,500.00) 
50% on next S$100,000     (50,000.00)   (125,000.00)50% on next S$190,000      (95,000.00)   (102,500.00)
Total S$200,000  Total S$200,000  
      
Chargeable income      175,000.00Chargeable income      197,500.00
      
Tax payable (17%)        29,750.00Tax payable (17%)        33,575.00
Less * CIT rebate (subject to budget announcement)                      –Less * CIT rebate (subject to budget announcement)                      –
Tax payable        29,750.00Tax payable        33,575.00
      
* Corporate Income Tax (CIT) rebates are given to companies to ease their business costs and to support their restructuring. These rebates are announced on a yearly budget.  In the past it range from 25% to 50% with a maximum capped amount.
      
** Company with investment holding will use the sample tax calculation from year 4 since incorporation. 

Qualifying Conditions for Tax Exemption Scheme for New Start-Up Companies

All new start-up companies are eligible for the tax exemption scheme, except:

  1. Companies whose principal activity are that of investment holding
  2. Companies that undertake property development for sale, investment, or both

Rationale for Exception

Investment holding companies derive only passive incomes such as dividend and interest income, while the real estate industry typically incorporates a new company for each new property development. The start-up tax exemption for encouraging entrepreneurship is not intended for such companies. These companies will be given partial tax exemption. To qualify for tax exemption for start-ups, eligible companies must satisfy these three qualifying conditions:
  1. The company must be incorporated in Singapore;
  2. The company must be a tax resident in Singapore for that YA;
  3. The company must not have more than 20 shareholders throughout the basis period for that YA where:
    • all of the shareholders are individuals; or
    • at least one shareholder is an individual holding at least 10% of the issued ordinary shares of the company.

    Tax Residency of a Company

    Under Singapore tax law, the tax residency of a company is determined by where the business is controlled and managed. The residency status of a company may change from year to year.

    Generally, a company is considered a Singapore tax resident for a particular Year of Assessment (YA) if the control and management of its business was exercised in Singapore in the preceding calendar year. For example, a company is a Singapore tax resident for YA 2021 if the control and management of its business was exercised in Singapore for the whole of 2020.

    A company is a non-resident when the control and management of its business is not exercised in Singapore.

    ‘Control and management’ is defined as the making of decisions on strategic matters, such as those concerning the company’s policy and strategy. Where the control and management of a company is exercised is a question of fact. Usually, the location of the company’s Board of Directors meetings where strategic decisions are made determines where the control and management is exercised. Under certain scenarios, holding Board of Directors meetings in Singapore may not be sufficient and IRAS will consider other factors to determine if the control and management of the business is indeed exercised in Singapore.

    Some examples of scenarios where the control and management of a company is considered not exercised in Singapore include:

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    • There is no board of directors meeting held in Singapore. Instead, the directors’ resolutions are merely passed by circulation
    • The local director is a nominee director while the rest of the directors are based outside Singapore
    • No strategic decisions are made by the local director in Singapore
    • No key employees are based in Singapore

    The place of incorporation of a company is not necessarily indicative of the tax residency of a company.

    For all above reasons, a Singapore company is a very attractive and tax effective vehicle.

     

    A Private Limited Company is the most common form of business entity in Singapore. Individuals often seek to incorporate a Private Limited Company because it is separate legal entity with limited risk. The liability will be limited to share capital. The benefits of these entities make it the most popular among investors and business owners

    Private Limited  company

    It is limited by shares and governed by the provisions of the Singapore Companies Act. The name of a Singapore Company must be approved before applying for incorporation. The name must end with “Private Limited” or its abbreviation “Pte. Ltd”.

    The Singapore Company is a exempt private company.

    Shareholder

    Only one shareholder is required. Individuals or companies may be shareholders. Up to 100% local or foreign shareholding is allowed. Details of shareholders are available at the Public Registry.

     

    Registered office

    A Singapore Company must have a local Singapore address and cannot just be a post office box. Instead of a resident agent, a Singapore Company must have a company secretary who must be a resident of Singapore.

     

    Board of directors

    A Singapore Company must have a minimum of one local resident as a director. Our company can provide this resident director. The number of additional local or foreign directors is unlimited. All directors must be individuals. The local director is personally responsible for the activity of the company and continues to be liable for obligations during the period of his duty even after resigning.

     

    Accounting and Audit

    Singapore Companies must keep proper accounting records, prepare annual financial statements, appoint an auditor (that must be a resident of Singapore) and file audited accounts on an annual basis. Audit is only required if the entity is a Singapore branch office or a Singapore Company with corporate shareholding or a Singapore Company with annual revenue exceeding SGD 10 million (i.e. a Singapore Company with a natural person as shareholder and revenue below SGD 10 million can renounce on an auditor).

    • There is no board of directors meeting held in Singapore. Instead, the directors’ resolutions are merely passed by circulation
    • The local director is a nominee director while the rest of the directors are based outside Singapore
    • No strategic decisions are made by the local director in Singapore
    • No key employees are based in Singapore

    The place of incorporation of a company is not necessarily indicative of the tax residency of a company.

    For all above reasons, a Singapore company is a very attractive and tax effective vehicle.

     

    A Private Limited Company is the most common form of business entity in Singapore. Individuals often seek to incorporate a Private Limited Company because it is separate legal entity with limited risk. The liability will be limited to share capital. The benefits of these entities make it the most popular among investors and business owners

    Private Limited  company

    It is limited by shares and governed by the provisions of the Singapore Companies Act. The name of a Singapore Company must be approved before applying for incorporation. The name must end with “Private Limited” or its abbreviation “Pte. Ltd”.

    The Singapore Company is a exempt private company.

    Shareholder

    Only one shareholder is required. Individuals or companies may be shareholders. Up to 100% local or foreign shareholding is allowed. Details of shareholders are available at the Public Registry.

     

    Registered office

    A Singapore Company must have a local Singapore address and cannot just be a post office box. Instead of a resident agent, a Singapore Company must have a company secretary who must be a resident of Singapore.

     

    Board of directors

    A Singapore Company must have a minimum of one local resident as a director. Our company can provide this resident director. The number of additional local or foreign directors is unlimited. All directors must be individuals. The local director is personally responsible for the activity of the company and continues to be liable for obligations during the period of his duty even after resigning.

     

    Accounting and Audit

    Singapore Companies must keep proper accounting records, prepare annual financial statements, appoint an auditor (that must be a resident of Singapore) and file audited accounts on an annual basis. Audit is only required if the entity is a Singapore branch office or a Singapore Company with corporate shareholding or a Singapore Company with annual revenue exceeding SGD 10 million (i.e. a Singapore Company with a natural person as shareholder and revenue below SGD 10 million can renounce on an auditor).

    Types of Private Limited company

    An Exempt Private Limited Company (EPC) is a Private Limited Company that is exempted from statutory annual audit. In order to qualify as an EPC a Private Limited Company must meet the following conditions:

    ·        It must not have more than 20 shareholders

    ·        No corporation should have a beneficial interest in its shares, meaning, it must not have any corporate shareholder

    ·        The annual revenue must not be more than S$5 million

    Instead of preparing and filing an audited statement annually to the ACRA the EPCs are merely required to submit a declaration signed by the directors and company secretary confirming the solvency of the company. EPCs must still keep records of the financial statements following Singapore’s Financial Reporting Standards (FRS) in case ACRA requests them.

     

     

    An amendment made to the Companies Act has made more companies eligible for the exemption even if they do not qualify as an EPC. Such companies are categorised as ‘small’ companies. Effective 1 July 2015, a company, even if it does not qualify as an EPC, will be exempted from the annual audit requirement if it meets at least two of the following new criteria for the immediate past two consecutive financial years:

    • The group’s consolidated revenue does not exceed $10 million
    • he value of the group’s consolidated total assets does not exceed $10 million; or
    • The group does not have more than 50 employees.

    Parent Companies or subsidiaries that are small companies and are part of a small group will also qualify for audit exemption. A small group is one, which meets at least two of the three quantitative criteria above on a consolidated basis for the immediate past two consecutive financial years.

    In other words, this means that to qualify for the audit exemption criteria, the individual subsidiary companies as well as the holding company, as a group, must fulfil the eligibility criteria of a small company.

     

    We offer the following services and products:

    • Incorporation, administration, management of Singapore Companies
    • Accounting and tax filing
    • Consultancy in all fields regarding a Singapore Company
    • Assistance in setting up holding and trading structures
    • Back office service in Zurich and Singapore, thus covering 18 hours service
    • Providing families that have complex ownership and asset structures with comprehensive advice which goes beyond traditional asset management
    • Advice related to structuring wealth, succession planning and international trade facilitation
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