Singapore Company Formation for Foreign Companies

Singapore Subsidiary Registration & Local Director Service by Hawksford

This package is suitable for foreign companies that wish to register a Singapore subsidiary but do not plan to relocate any of their key executives to Singapore at present. Therefore this package includes the services of our local director.

Enquire now to request this package or find out more.

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This package includes the following services:

Subsidiary Company Registration

  • Name reservation
  • Preparation of incorporation documents
  • Registration with the Accounting and Corporate Regulatory Authority (ACRA)
  • Bank account opening assistance
  • Electronic Certificate of Incorporation
  • Company profile extract from the ACRA
  • Minutes of first board meeting
  • Share certificates
  • Company seal
  • Company rubber stamp
  • Government and our professional fee

Company Secretarial services for 1 year

  • Appointing a senior Hawksford Singapore team member as the professional company secretary
  • Providing assistance with understanding and compliance with Singapore Companies Act including reminders of the various statutory compliance deadlines
  • Safekeeping, updating, and maintaining registers, minutes book, and other statutory records of the company
  • Consultation during the year on routine corporate secretarial matters

Company Registered Address (RA) for 1 year

  • Listing our address as your company’s registered address with ACRA
  • Receiving official notices
  • Receiving and forwarding incoming mail for your company

Local Director for 1 year

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The process and the steps for this package are as follows:

Step 1: Submit your request

Let us know that you wish to proceed forward with this package by clicking the 'Set Up Now' button above and completing the online form. Upon receipt of your request, one of our client services consultants will follow-up with you to clarify any questions you might have and to advice you of the next steps.

Step 2: Provide subsidiary registration details

We will send you the relevant forms for you to furnish the required details. Supporting documents will be required to facilitate the due diligence work and preparation of the incorporation documents accordingly.

Step 3: Make payment

Upon receipt of the completed form and due diligence clearance, we will send you an invoice for our services. In order for us to commence our services, you will need to make payment as per the invoice sent to you. We accept bank transfer, local cheque, or credit card.

Step 4: Prepare subsidiary registration documents

Upon receipt of the payment, we will prepare the necessary incorporation documents and email them to you for signing. If you are in Singapore, you can visit our office and sign the documents.

Step 5: Incorporate subsidiary company

Upon receipt of the signed incorporation and supporting documents from you, we will proceed to incorporate the subsidiary company with the Accounting and Corporate Regulatory Authority of Singapore (ACRA).

Step 6: Open bank account

Once the subsidiary company has been registered with ACRA, if you have availed to our bank account opening service, we will assist you with opening of a corporate bank account by providing the necessary incorporation documents for the newly incorporated subsidiary. Please note that the bank will conduct their own due diligence and may require to meet with the executive directors of the subsidiary.

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Documents Required For Company Incorporation:

We will need the following documents from you:

For each corporate shareholder:

  • Copy of the certificate of registration; and
  • Current extract of company particulars from Registrar of Companies; and
  • A board resolution approving the incorporation of the Singapore company and the proposed shareholding

For each Singapore resident individual shareholder and director:

  • Copy of Singapore IC; and
  • Copy of passport

For each non-resident individual shareholder and director:

  • Copy of passport; and
  • Copy of residential address proof such as a recent utility bill, residential phone bill, tax bill, or cable TV bill

For compliance with our resident director service:

  • Personal bank reference letter (see sample) for at least one shareholder and director
  • Completed due diligence form along with copy of passport and residential address proof

Please note the following:

  • All documents must be in English or officially translated in English;
  • All copies of documents must be certified true copies by a notary public or you must bring the originals to our office for sighting;
  • If you are overseas, you can email us the scanned copies of documents so we can proceed with preparing the necessary incorporation documents. However we must receive the original certified true copies (or sight the originals at our office) before we can incorporate the company.
  • Our compliance department may ask for additional information if necessary.
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Package specific questions and answers:

  • Does a Singapore subsidiary require a local resident director?

    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

    If you do not have a person who can act as the local director for your company, you can use our Local Director service.

  • What is role and scope of local director service?

    Each Singapore company must appoint one Singapore resident director.

    If you are a foreign business professional or a foreign entity who does not have a local director, you can utilize our Local Director service to satisfy this statutory requirement. The service can be provided on a short-term or annual basis as below:

    • If you are not relocating to Singapore, you will need our local director service on an annual basis.
    • If you are applying for employment pass, you will need our local director service on a temporary basis. Once your employment pass is approved and you have local residential address, you will be able to take over as the local director.

    Please note that in Singapore, a Local Director has the same responsibilities as any other director. Therefore providing a local director for your company imposes certain responsibilities on you as well as us and we would like to highlight the terms of our local director service as below.

    • We will appoint one of our team members as the local director for your company
    • The service is offered for statutory compliance only. The local director will not be involved in any management, financial, or operational matters of the company. You must appoint one or more other individuals (who can be foreign individual(s) including yourself) as the executive directors who will be responsible for running the company.
    • In addition to our local director fee, we also collect a refundable security deposit for the provision of our local director service. The security deposit is collected to safeguard the interests of local director.
    • You can ask our local director to resign at any time by identifying another person who will be acting as the local director. We will refund the security deposit within 5 working days after the change has been affected with ACRA.
    • You are required to engage our Registered Address, Accounting & Corporate Tax Filing service unless otherwise approved by our compliance team.
    • You are required to provide copies of your company's bank and financial statements on a monthly basis.
    • The bank account must be with a bank that's on our list of approved banks (OCBC, UOB, DBS, Citibank, HSBC). Click here for more information.

    Note that a higher local director or security deposit fee may apply if your company falls under any of the following:

    • The annual turnover of the company exceeds S$1 million.
    • The company has external debt.
    • The company has a bank account with a bank that is not on our list of approved banks.

    Resident Director Role at a Glance

     Who acts as the executive director(s) of the company i.e. who runs the company?   Client
     Who acts as the bank signatory?   Client
     Who signs contractual and financial documents of the company?   Client
     Who acts as the shareholder of the company?   Client
    Is local director involved in any matters of the company except to satisfy the statutory local director requirement?  No
    Can the local director review and scrutinize the bank and financial statements of the company?   Yes, to fulfil his/her fiduciary duties

     

  • How long does it take to incorporate a Singapore subsidiary?

    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.
  • Are we required to visit Singapore to register our subsidiary company?

    Yes, directors and shareholders information is public information in Singapore. It's listed in the company's business profile extract available for purchase from Registrar of Companies. If for certain privacy reasons you would like to stay anonymous, please contact us for a further discussion.

  • What are the paid-up capital requirements for a Singapore subsidiary?

    Minimum paid-up capital requirement for a Singapore subsidiary company is $1. The paid-up 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 paid-up capital and you will be required to inject this amount into the company. Paid-up 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 paid-up capital should I list for our Singapore subsidiary?

    How much paid-up capital you should have for your company depends more on your business plans than anything else. Having a higher paid-up 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 paid-up capital will be looked more favourably by Ministry of Manpower. There may also be specific paid-up capital requirements for certain business licenses such as travel agency license, recruitment agency license, financial services license, etc.

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

    Option 1:List a higher paid-up capital at the time of incorporation

    Keep in mind that whatever paid-up 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 paid-up capital is in fact inject into the company. Therefore if you wish to list a paid-up 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 paid-up capital amount into your company's bank account.

    Option 2: Increase paid-up capital after registration of the subsidiary

    Under this option, you can increase the paid-up capital anytime after registration of the subsidiary company. In this case, the process is as below:

    • Incorporate the company with nominal paid-up 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 paid-up capital of the subsidiary company. Note that a fee will apply for his service.
  • What is the role and scope of company secretary service?

    Each Singapore company must appoint a qualified company secretary who is knowledgeable and experienced with Singapore company laws. A company secretary typically assist the members and officers of the company with the following matters:

    • Assisting members with understanding and compliance with Singapore Companies Act
    • Reminding members of various statutory deadlines and assisting them with statutory compliance
    • Maintaining the statutory registers
    • Ensuring that the company files statutory information accurately and on time
    • Providing members and directors with notice of meetings
    • Preparing and filing necessary corporate resolutions as and when necessary
    • Ensuring that people entitled to do so can inspect company records
    • Custody and use of the company seal

    We act as the company secretary for all companies that we incorporate. Our annual company secretary retainer fee is for routine corporate secretarial services that include:

    1. Appointing a senior Hawksford Singapore team member as the professional company secretary for your company
    2. Reminding you of the various statutory compliance dates
    3. Safekeeping, updating, and maintaining registers, minutes book, and other statutory records of the company
    4. Free consultation during the year on routine corporate secretarial matters
    5. Charging of discounted fees for non-routine services

    Please note that non-routine service requests are charged on a per request basis.

  • Will Hawksford handle annual filing requirements for our company?

    We offer a comprehensive range of services with the objective of being a one-stop service provider for all your company needs. For almost all of our clients, we handle annual statutory compliance requirements for their companies that consist of a) preparation and filing of Annual Return with the ACRA; and b) preparation and filing of Annual Tax Return with Inland Revenue Authority.

    In a nutshell, our core services consist of:

    • Incorporation of local companies, subsidiaries of foreign corporations and registration of branches of overseas companies;
    • On-going statutory administration of companies;
    • Accounting, payroll, and tax filing for companies;
    • Application for business licenses;
    • Application for work passes for expatriates;
    • Other related corporate services

    We also have a deep network of professional and dependable partner firms that augment our own in-house services such as trademark registration service, office lease services, specialized business licenses, legal services, etc.

  • Are details of directors and shareholders public information in Singapore?

    Yes, directors and shareholders information is public information in Singapore. It's listed in the company's business profile extract available for purchase from Registrar of Companies. If for certain privacy reasons you would like to stay anonymous, please contact us for a further discussion.

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Important information about this package:

For the provision of our local director service, we also collect a S$5,000 refundable security deposit. The security deposit will be refunded when you no longer need our resident director service.

The appointment of our local director is subject to the satisfactory outcome of our client due diligence exercise conducted by our compliance team.

As part of our compliance requirements when using our Local Director service, you are required to appoint an executive director to manage the company. You are also required to engage our Registered Address service, Accounting and Corporate Tax filing service unless otherwise approved by our compliance team.

Enquire now to request this package or find out more.

Enquire now

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