Establishing a subsidiary company in Singapore involves a systematic process that requires the submission of various documents to regulatory authorities. The documentation is crucial for compliance with legal and corporate governance requirements. This comprehensive guide will cover the documents required to establish a subsidiary in Singapore.
1. Business Plan:
While not a formal document required by the authorities, a well-drafted business plan is essential for guiding your subsidiary's growth and operations. It should outline your business objectives, market analysis, financial projections, and strategies for success.
2. Company Name Reservation:
Before incorporating a subsidiary, you need to reserve a unique business name through the Accounting and Corporate Regulatory Authority (ACRA) website. It's advisable to have a few alternative names in case your first choice is not available.
3. Memorandum and Articles of Association (MAA):
The MAA is a key constitutional document that outlines the company's structure, rules, and objectives. It includes details such as the company's name, registered address, share capital, and information about directors and shareholders. You can use the standard MAA provided by ACRA or draft a customized version.
4. Particulars of Directors and Shareholders:
Provide the personal particulars of directors and shareholders, including their full names, addresses, nationalities, and passport details. Singapore allows 100% foreign ownership, but at least one director must be a Singaporean resident or hold an Employment Pass.
5. Registered Address:
A physical office address in Singapore is a mandatory requirement. This address will be used as the registered office for official correspondence. You can either rent office space or use the services of a professional firm that provides registered office services.
6. Company Secretary Details:
Appoint a qualified company secretary within six months of incorporation. The company secretary ensures compliance with statutory requirements and maintains the company's statutory registers. Provide details such as the secretary's name, qualifications, and address.
7. Share Capital and Shareholders' Agreement:
Specify the share capital structure of the subsidiary in the MAA and prepare a shareholders' agreement outlining the rights and responsibilities of each shareholder. This document is not mandatory but is advisable for private companies with multiple shareholders.
8. Directors' Consent to Act:
Obtain written consent from each director to act in that capacity. This document demonstrates the willingness of the individuals to assume their roles and responsibilities within the company.
9. Declaration of Compliance:
The directors must sign a declaration confirming their compliance with the legal requirements for incorporating a company in Singapore. This declaration is part of the incorporation application and signifies that the company will operate within the confines of the law.
10. Form for Company Incorporation:
Submit the required forms for company incorporation to ACRA. The primary form is the "Incorporation Form (Form C-S/ C)," which includes details about the company's structure, directors, shareholders, and other pertinent information.
11. ACRA's Approval and Certificate of Incorporation:
Once the necessary documents are submitted, ACRA will review the application. Upon approval, ACRA will issue a Certificate of Incorporation. This certificate serves as the official confirmation of the company's legal existence.
12. Opening a Corporate Bank Account:
While not a document per se, you will need to provide the Certificate of Incorporation and other relevant documents when opening a corporate bank account. Each bank may have specific requirements, but generally, you will need the certificate, MAA, and identification documents of directors and shareholders.
13. Goods and Services Tax (GST) Registration (if applicable):
If your subsidiary's annual turnover is expected to exceed SGD 1 million, you must register for Goods and Services Tax (GST). Submit the necessary documentation, including the Certificate of Incorporation, during the GST registration process.
14. Financial Statements and Audited Accounts:
While not required at the time of incorporation, your subsidiary will need to prepare financial statements and have them audited annually. These documents must be filed with ACRA as part of the ongoing compliance requirements.
Establishing a subsidiary company in Singapore involves preparing and submitting a range of documents that demonstrate compliance with legal and regulatory requirements. It's crucial to ensure that all documentation is accurate, complete, and in accordance with Singapore's corporate laws to facilitate a smooth and successful incorporation process. For more details, click on OnDemand International
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