The Process of Starting an Offshore Company in Singapore

Singapore offers the option for foreign investors and entrepreneurs to form an offshore company. An offshore company is a type of company, which is incorporated in a jurisdiction that is different from where it operates from. In other words, the company is incorporated in a different country from where the principal investors of the company reside.

The major benefit of incorporating a business this way is to enjoy tax benefits, ease of setting up the company, Simple requirements for reporting, an ease of running administrative duties. One of the most important decisions the investor has to make is the choice of jurisdiction to incorporate an offshore company. In Singapore, offshore companies enjoy a tax efficient regime and ease of operation in an environment that is both economically and politically stable. Let’s explore the major point to consider when incorporating an offshore company in Singapore:

Benefits for Incorporating a Singapore Company

Reduced Tax Liability
Singapore offers a low and simple tax system, which is characterized by low personal income and corporate tax rates. Companies incorporated in Singapore enjoy tax relief measures, tax incentives, territorial one-tire tax system, lack of dividend tax, and a huge network of tax treaties.

In Singapore, taxes are territorial-based implying that taxes apply only to income derived or accrued from Singapore by the company or income that the Singapore company sources from abroad. While income sourced from abroad that is not remitted into the country is exempted to taxation, foreign-sourced income meeting the qualifying conditions is exempted from taxation.

The Singapore tax policy is single-tier, meaning that incomes that is taxed at the corporate level are not taxed at the individual level. Therefore, no tax is levied to the dividends are distributed to shareholders. The corporate tax rate is friendly with an approximate of 8.5% for profits below S$300,000, and profits above this amount are taxed at a flat rate of 17%. In addition, a new company in Singapore enjoys a tax rate of 0% for the first 3 years on the first S$100,000 f taxable income. The only requirement is for the money to have no more than 20 shareholders, and at least one of the shareholders holding more than 10% of the share.

Ease of Incorporating Offshore Company
In 2018, the World Bank ranked Singapore the 2nd as the easiest place in the world to do business. The procedure for registering a company is quick and quick straight forward with no bureaucratic red-tape. The entire process is done electronically, comprising of only two steps: the approval of the company name and the registration of the company. Under normal circumstances, the process can be completed and the company incorporated within 1-2 days.

Credible Image
Singapore does not operate as a tax haven, and offshore companies incorporated in the country show their stature and credibility as legal entity. Various stakeholders take the business seriously if it is incorporated. By incorporating an offshore company, you will be able to deal better with bankers, employees of high caliber and other professionals.

Political Stability
Singapore has been ranked as the most politically stable country in Asia by the Political and Economic Risk Consultancy. The country has also been ranked as the least bureaucratic country in Asia with the government demonstrating a pro-business approach and high integrity. Often, the Singapore government is described as pragmatic, rational, corrupt-free, and transparent. Furthermore, the Singapore legal system is known to be sound, transparent and efficient. The rules and regulations governing commerce, manpower, intellectual property, and other business areas are clear. This makes the risk of starting and maintaining a Singapore offshore company so small to almost not exist.

Liberal Foreign Ownership Policy
The foreign ownership policy in Singapore is open and liberal. The country does not restrict permitted field of business activity for those interested in forming offshore companies in Singapore. Businesses in all sectors are allowed to have 100% foreign ownership, with shareholding being by corporate bodies or individuals. In addition, prior approval by Singapore authorities is not required to foreigners wishing to register Singapore offshore company.

Sophisticated Banking Facilities
Singapore is one of the leading financial centers in Asia, and offshore companies enjoy a wide range of reputable banks to choose from when opening an account. Both local and foreign banks operating in Singapore offer a plethora of features including internet banking, multi-currency accounts, trade financing, credit cards, and freedom of moving funds from one country to the other. However, many banks in Singapore require your physical presence during account opening, with the process taking between 2-15 days. This will depend on the type of account you wish to open and the due-diligence process that the specific bank follows.

Checklist for Incorporating a Singapore Offshore Company

ItemDescription
Approval of the Company name
  • Prior to incorporation, the Company Registrar must approve proposed offshore company name
  • Reservation of the company name is an integral part of registering a Singapore offshore company
Directors
  • A company needs to appoint at least one local resident director, and there is no limit for additional directors (either local or foreign)
  • Offshore companies can seek professional firm series to get a nominee director service to satisfy the local director requirement
  • Directors should be natural persons of 18 years and above
Company Secretary
  • The company must appoint a qualified local company secretary
  • A sole shareholder or director is not allowed to be the company secretary
  • The company secretary should not be a corporate body, but a natural person
Shareholders
  • The offshore company must have at least one shareholder (local or foreign)
  • The maximum number of shareholders is 50
  • A shareholder can be a corporate body or an individual
  • A shareholder and a director can be the same person or different
Registered Address
  • The offshore company must have a local Singapore registered address
  • A PO Box does not constitute a registered address
Paid-up capital
  • The minimum paid-up capital required for an offshore company is S$1
  • Authorized capital is not required in Singapore
Documents needed for Offshore company incorporation
  • Residential proof of address of proposed directors and shareholders
  • Passport copies of the proposed directors and shareholders
  • In the case of a corporate shareholder, details of the patent company
Incorporation Agent Appointment
  • To register an offshore company in Singapore, you are required to engage a professional firm
  • Under the laws of Singapore, foreign entities or company are not allowed to register a company on their own in Singapore
Process of incorporating the company
  • After putting the required documents in place, the professional field will register the offshore company with the company registrar. Since the entire process is done electronically, it can be completed quickly in a day
  • Once the company has been registered, the professional firm will prepare the incorporation kit for the company. It includes items like company seal, share certificates, rubber stamp, certificate of incorporation, company profile, and more
Opening of Bank Account
  • The professional firm will help you with the process of opening a bank account for your Singapore offshore company
Obtaining Business Permits of Licenses
  • A business license may be required before you can conduct operations for your business in Singapore, depending on the nature of business you wish to carry out
  • Normally, only some form of business activities needs a license, which is obtained from government agencies governing the specific sectors
  • A professional firm can help you with the process of obtaining licenses or permits before you commence business activities
GST registration
  • You may need to register your Singapore offshore company for Goods and Services tax
  • You can seek the services of a professional firm to help with the registration and ensure ongoing compliance
Relocation to Singapore
  • You can incorporate an offshore company without the need for relocating to Singapore. However, you can always visit on a visitor visa if need be to attend to matters of the company
  • If you want to relocate to Singapore for better management of the company’s operations, you will need to obtain an Entrepreneur Pass or Employment Pass
  • You can seek the services of a professional firm to help you in applying for work pass
Adhere to Ongoing Compliance Requirements
  • After the incorporation of the company, you may need the services of a professional firm to help with the filing and ongoing compliance requirements like tax filing and year-end accounting matters

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