Statutory Requirements for Singapore Private Companies
1. Type of company: Limited by shares. All companies name must end with the word “Limited” or its abbreviation “Ltd”. In the case of a private company, the name must include the word “Private” or its abbreviation “Pte”. Chinese names and Chinese M&A are not allowed. Transfer of domicile is not allowed.
2. Taxation: 17% on income accrued in or derived from Singapore for YA2012.
3. Capital Requirements: No authorized share capital structure and no statutory limit on the issue of new shares.
4. Shareholders: Minimum of one shareholder can be individual or corporation. No bearer shares are allowed. No residency requirement.
5. Directors: Minimum of one Director who must be a natural person, who has attained the age of 18 years and ordinarily residing in Singapore. Corporate directors are not allowed.
6. Company Secretary: Minimum of one Secretary who must be a natural person residing in Singapore.
7. Registered Office: Local registered office and physical address is required (no P.O. Box). Statutory books of the company must be maintained.
8. Meetings: Every company is required to hold an Annual General Meeting (“AGM”) of the shareholders to adopt the accounts.The first AGM must be held within 18 months from the date of incorporation and thereafter, an AGM must be held once in every calendar year and not more than 15 months from the date of the last AGM. In addition, the accounts tabled at the AGM must not be more than six months from the date of the financial period/year end. Private companies may dispense with the holding of an AGM if all the shareholders agree to that effect at a general meeting.
9. Annual Return and Financial Statements: All companies must keep proper accounting records and an Annual Return must be filed with the Registrar of Companies. Dormant and small exempt companies with fewer than 20 individual shareholders and annual turnover of less S$5 million, are not required to audit their accounts. Such companies are allowed to file a Declaration of Solvency signed by a Director or Secretary of the Company. If the Company is unable to file the declaration, it must file a set of audited accounts with the Registrar of Companies. Financial information is publicly available.
