Companies Guide - Closing Down a Company

If you were to register a Singapore subsidiary, your company would be considered a tax resident in the eyes of the law. A Singapore branch is not considered as a tax resident as the management and control of the company is vested with your overseas parent company.

In other words, this means that as a Singapore subsidiary, your company would be entitled to the following benefits:

• benefits conferred under the Avoidance of Double Taxation Agreements (DTA) that Singapore has concluded with treaty countries
• under section 13(8) of the Income Tax Act, income tax exemption on foreign-sourced dividends and foreign-sourced service income and;
• provided your company satisfies the qualifying conditions, you may be eligible for the income tax exemption scheme available for new start-up companies

The actual incorporation of a subsidiary company in Singapore can be accomplished in a matter of few hours after due diligence clearance as the whole process is computerized. However, the overall process can  take anywhere from one day to few weeks depending on the following factors:

• Name reservation. Before a subsidiary can be incorporated, its name has to be reserved first. Assuming there are no objections to the name being proposed, the name reservation process can be accomplished in less than an hour. However, if the name conflicts with an existing name or if the proposed name contains some sensitive words that may require a review by relevant authorities, the name approval process can get delayed to few days or weeks.
• Signing of incorporation documents. If you are in Singapore, this is a quick and easy process. However if you are located overseas, the logistics involved in signing and sending the signed documents can take few days.

Minimum paidup capital requirement for a Singapore subsidiary company is $1. The paidup capital can be in listed in Singapore dollar or any other major currency. The concept of authorized capital has been abolished in Singapore. Whatever capital you list is treated as paidup capital and you will be required to inject this amount into the company. Paidup capital of the company can be freely utilized towards company’s business expenses. There is no requirement that this money must be locked in the bank account for any specific period of time.

How much paidup capital should I list for our Singapore subsidiary?

How much paidup capital you should have for your company depends more on your business plans than anything else. Having a higher paidup capital will add credibility to your company when you are dealing with your suppliers, banks, etc. If you plan to apply for work passes for foreign staff, a higher paidup capital will be looked more favorably by Ministry of Manpower. There may also be specific paidup capital requirements for certain business licenses such as travel agency license, recruitment agency license, financial services license, etc.

If you want to list a paidup capital higher than the minimum S$1, you have two options:

Option 1:List a higher paidup capital at the time of incorporation
Keep in mind that whatever paidup capital amount you list, will need to be deposited into the company’s bank account. Since we will be acting as company secretary for your company, we carry certain fiduciary responsibilities in this matter and have to ensure that the necessary paidup capital is in fact inject into the company. Therefore if you wish to list a paidup capital higher than S$100 at the time of incorporation, we will require you to deposit that money with us first. Once your company bank account is open, we will transfer the paidup capital amount into your company’s bank account.

Option 2: Increase paidup capital after registration of the subsidiary
Under this option, you can increase the paidup capital anytime after registration of the subsidiary company. In this case, the process is as below:

• Incorporate the company with nominal paidup capital;
• Open company bank account;
• Inject funds into the bank account and notify us;
• We will then prepare and file the necessary paperwork with Company Registrar to reflect the revised paidup capital of the subsidiary company. Note that a fee will apply for this service.

Yes, a Singapore subsidiary company is required to have at least one local resident director. In order to qualify as locally resident, the person must be:

• Singapore citizen; or
• Singapore permanent resident; or
• Employment Pass holder (the Employment Pass should be from the same company for which he/she is acting as a director); or
• Dependant Pass holder with Letter of Consent

No, you are not required to visit Singapore to incorporate your subsidiary company. We can work with you via emails and document couriering in order to get the necessary work done. However for the bank account opening, a visit to Singapore might be a good idea. Almost all banks require an interview with the stakeholders and the process can go a lot smoother if there is a face-to-face meeting between you and the bank officer. For most banks, we are able to arrange the meeting at our own office. If however you are not able to visit Singapore, the bank may be able to conduct remote interview and the due-diligence process can take longer.

Most of the small to mid-size foreign companies prefer to register a subsidiary company in Singapore for the following key reasons:

• Liabilities of a subsidiary are not extended to its parent company.
• A subsidiary is not restricted to the business activities of its parent company.
• A subsidiary can take advantage of tax breaks and incentives available to local companies.
• A subsidiary is not required to file financial accounts of its parent company.

Yes, Singapore Companies Act allows for 100% ownership of Singapore companies by foreign entities.