• Singapore Public Company

  • GENERAL

    Legal Framework

    The Singapore Public Limited Liability Company is governed by the Singapore Companies Act.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Singapore Public Limited Liability Company is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Singapore Public Limited Liability Company is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders. A director can be a shareholder.

    Corporate Shareholders

    Corporate directors are not allowed.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    A Singapore Public Limited Liability Company should have at least 1 director.

    Restriction on Nationality/Residency of Directors

    At least 1 director should be an individual resident in Singapore. There is no further restriction on the nationality or residency of the directors.

    Corporate Directors

    The directors of a Singapore Public Limited Liability Company can be individuals and/or legal persons.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Singapore Public Limited Liability Company should have its first shareholders' meeting within 18 months from incorporation.

    Thereafter an annual shareholders' meeting should be held no later than 15 months from the previous one.

    Shareholders' meetings can take place outside Singapore and shareholders can vote by proxy.

  • CAPITAL

    Minimum Capital Requirement

    There is no minimum capital requirement for a Singapore Public Limited Liability Company.

    Currency of Capital

    The share capital of a Singapore Public Limited Liability Company can be denominated in any currency.

    Non-par Value and Bearer Shares

    Non-par value shares and bearer shares are not permitted.

    Capital Duty

    There is a 0.2% stamp/capital duty on every 100 shares or on consideration, whichever is higher.

  • REGISTERED OFFICE

    Registered Office

    It is a legal requirement for every company in Singapore to have a registered office in Singapore.

    Company Secretary / Registered Agent

    Every company in Singapore should appoint a company secretary within 6 months from incorporation of a Singapore company.

    The company secretary should be a licensed individual resident in Singapore. Corporate company secretaries are not permitted.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in a Singapore Public Limited Liability Company.

  • FORMATION

    Time Needed for Incorporation

    It usually takes 1 - 2 days to register a company in Singapore.

    Shelf companies are also available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider but are not available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    Companies are required to submit an annual return and their annual accounts to the Registrar of Companies within 1 month from their approval by the Annual General Meeting.

    Filing with the Tax Authorities

    Every company needs to file an annual tax return by 30th November of the following tax year. In addition, every company needs to declare the revenue amount and Estimated Chargeable Income with the Inland Revenue Authorities of Singapore within 3 months of the end of its financial year.

  • RECORDS

    Accounting Records

    A Singapore Public Limited Liability Company needs to maintain accounting records.

    The accounting records can be kept outside Singapore and in any currency.

    Financial Statements

    A Singapore Public Limited Liability Company needs to prepare annual financial statements. These can be prepared under IFRS.

    A parent company is not required to prepare consolidated financial statements if and only if:

    1. It is a wholly owned subsidiary or the owners of the minority interests, including those not otherwise entitled to vote, unanimously agree that the parent need not present consolidated financial statements;
    2. Its securities are not publicly traded;
    3. It is not in the process of issuing securities in public securities markets; and
    4. The immediate or ultimate parent publishes consolidated financial statements that comply with Singapore's accounting standards.
  • AUDIT

    Audit Requirement

    The Law requires the annual accounts of a Singapore Public Limited Liability Company to be audited.