How to Set Up a Subsidiary in Singapore?
A company that is majority-owned or the composition of the board of directors (the authority to appoint or remove a majority of all directors) is being controlled by another company, which is known as a subsidiary. In this article, we will go into detail on how to set up a subsidiary in Singapore.
A company is a subsidiary when another company holds at least 51% of its shares. The latter company is also the parent, holding or controlling company. The parent company can be a local or a foreign company.
What are the benefits of setting up a subsidiary?
A subsidiary is a separate legal entity. This means that the controlling company will not be directly liable for any debts or legal actions against the subsidiary.
Therefore, if the subsidiary becomes insolvent or bankrupt, the parent company can limit its liabilities and risks to prevent creditors from making a direct claim.
Singapore-incorporated subsidiaries will be considered as Singapore tax residents if the management of the company is local. As such, foreign companies can take advantage of the competitive corporate tax schemes here in Singapore (please read below).
How can I set up a subsidiary?
You can register a subsidiary online through Singapore's Accounting and Corporate Regulatory Authority (ACRA).
To register, the following is required:
- Name of your subsidiary
- Description of business activities
- Shareholders’ particulars and information
- Directors’ particulars and information
- A Singapore registered address
- Company Secretary’s Particulars
- Company constitution
The requirements and procedures for registering a subsidiary in Singapore are similar to that of an exempt private limited company. Please refer to our other article on registering a company in Singapore for details.
If the parent company is a foreign company or any directors or shareholders of the subsidiary is/are foreigners, you should engage a registered filing agent in Singapore like us to help with the registration. This is because as foreigners, they do not have a SingPass account and SingPass is required for all shareholders and directors to accept their appointments.
If the registration is successful, you will receive an official email and a business profile for free with details of the newly incorporated subsidiary and details of all of its officers and shareholders from ACRA.
What is next?
The new subsidiary exists as a separate legal entity after incorporation. We recommend that you open a separate corporate bank account under the subsidiary’s name for accounting purposes.
Besides that, the new subsidiary may have to apply for a licence again, in order to operate in some industries, for example, the restaurant industry. The subsidiary has to apply for the licence under its own company name.
The parent companies may apply for the respective employment passes or permits if there is a need to transfer foreign staff to work in the new subsidiary in Singapore.
Needless to say, the new subsidiary must comply with the relevant authorities' ongoing regulatory requirements. Do refer to our article on compliance requirements in Singapore for details.
Questions and answers (Q&A)
1. Can a subsidiary operate with a different company name from the 'parent company'?
Yes. Should you choose to, you can operate under a different business name from the parent company. The names are subjected to approval by ACRA. ACRA has the authority to reject an application if the chosen name is inappropriate.
Refer to this article on the selection of a business name to find out more.
2. Can a subsidiary do different business activities from the 'parent company'?
Yes. A subsidiary can do that.
3. Can a subsidiary be 100% foreigners owned?
Yes. A subsidiary can be fully foreign-owned.
4. Do you need to be physically present in Singapore to incorporate a subsidiary?
No. You need not be physically present in Singapore. Registered filing agents in Singapore like us can assist in the application online. You can find out more about services here.
However, you may need to visit Singapore to set up a corporate bank account. Most Singapore banks will ask for a face-to-face interview with the company’s shareholders and directors. Remote calls can be an option sometimes in certain circumstances.
5. Does the subsidiary need to file corporate tax?
A subsidiary has enrolled automatically for corporate income tax with the Inland Revenue Authority of Singapore (IRAS) after successful incorporation.
A subsidiary will have to register for Goods and Services Tax (GST) with IRAS if its turnover per annum is more than SGD $1 million.
6. How much is the tax rate for a subsidiary?
A subsidiary is subjected to a flat corporate tax rate of 17% on all taxable income. Subsidiaries can be eligible for some tax benefits and exemptions like all Singapore incorporated companies.
Some of the benefits include (for Year of Assessment (YA) 2010 to 2019):
- For the first 3 YAs, full tax exemption on chargeable income for the first S$100,000. An additional 50% tax exemption on the subsequent chargeable income of S$200,000.
- Thereafter, the first chargeable income of S$10,000 enjoys a tax exemption of 75%. The next chargeable income of SGD $290,000 will enjoy a further 50% tax exemption.
- Reduction or full exemption of tax on foreign-sourced income from countries that have signed Double-Taxation Agreements (DTAs) with Singapore, such as China and Japan.
These benefits are available by fulfilling certain conditions only. You can refer to this article on corporate tax in Singapore for details.
7. Can the subsidiary repatriate its capital or profits to the 'parent company'?
Yes. Subjected to under the Companies Act capital return requirements, a wholly-owned subsidiary will be free to send any capital or profits it has back to the parent company in general.
8. If the 'parent company' becomes insolvent, what happens to the subsidiary?
The parent company will be shielded from liabilities against its subsidiary's creditors in the event it becomes bankrupt or goes under insolvency. However, the reverse is not true as the parent company has controlling ownership of the subsidiary.
Thus, if the parent company goes under, the liquidator can sell off part or all of the subsidiary's assets to pay off the debts of the parent company.
Incorporating a subsidiary is a fairly fast and straightforward process with plenty of benefits. It can be useful for a Singaporean company to limit its liabilities and risks, or for a foreign-owned business to have a presence in Singapore.
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How Can Overseas Companies Incorporate in Singapore?
Why should I incorporate a company in Singapore?
Singapore being an open economy and a major financial hub in the world is becoming more and more attractive to foreign companies to set up offices here. There are many reasons for relocating to Singapore, such as attractive corporate tax rates, stable political governance, and strategic location. In this article we share with you how can overseas companies incorporate in Singapore. There are basically 4 options for foreign entities:
1. Singapore Subsidiary
The first available option for foreign companies is incorporating a subsidiary. A subsidiary is a private limited company incorporated locally, the shareholders mostly being either a local or foreign legal entity. As for the name of the subsidiary, it can be exactly the same, similar, or totally different from the parent company.
Different from branch offices (see below), subsidiaries are separate legal companies from the parent companies. This simply means that the parent (foreign) companies enjoy limited liability and will not be liable for any acts or omissions by the subsidiaries.
Just like all Singapore companies, subsidiaries must minimally have one local resident director in Singapore, known as Nominee Director. Besides that, subsidiaries local tax residents and so they enjoy the same treatment as Singapore companies such as tax exemptions and incentives. Subsidiaries can engage in activities of different nature from their parent companies.
Registration can be done by engaging a registered filing agent such as us, to help complete the application on behalf of the parent company. The process for incorporating a subsidiary is the same as that of a local company.
The majority of foreign entities will prefer incorporating a subsidiary than to a branch office, because of the limited liability protection and additional tax benefits. If you as an owner of a foreign company is looking to establish yourself for the long haul in Singapore, incorporating a subsidiary will be ideally the best option.
For more details on how you can set up a subsidiary in Singapore, click here.
2. Branch office in Singapore
The second option would be to set up a branch office. A branch office is an extension of the parent company. It is not a separate company legally. Hence, the parent company can be legally liable for any act or omissions of the branch office.
An important point to take note of is that branch offices are not resident companies of Singapore, so they do not enjoy the numerous tax exemptions unlike resident companies. Branch offices have to conduct their business activities of the same nature as their parent companies. They must file their own audited financial statements and of the head offices as well.
Same with a subsidiary, it is recommended that the parent company engage a registered filing agent such as a corporate secretarial firm to do the online application for them.
Similar to a subsidiary, the branch office must appoint at least one local nominee director who is a resident here in Singapore. Singapore citizen (SC), Permanent Resident (PR) and EntrePass holder are ‘ordinarily resident.’ The branch office's name must be the same as the parent company as well.
Incorporating a branch office is a short-term commitment, the reason being it will be unlikely to attract any investment opportunities because of its non-resident status. The extension of liability imposed on the parent companies is a major factor that stops people from opening branch offices. Therefore, a Singapore branch office will be more suitable for companies looking to capture more market share in the short term.
Read more on how to set up a branch office in Singapore here.
3. Representative Office
The third option will be to set up a representative office. Unlike subsidiaries and branch offices, representative offices have zero legal personas and are simply extensions of the parent companies. Therefore, they cannot enter into contracts of any form or engage in any form of profit-generating activities. The parent company will be legally liable for any acts and omissions of the representative office.
Representative offices hold non-resident tax status because they do not have any revenue and do not involve any profit-making activities. The scope of activities of representative offices is mainly market research or feasibility studies. Representative offices are non-incorporated entities, so they do not need to adhere to any filing requirements. This is unlike branch offices and subsidiaries.
You can register a representative office on the Enterprise Singapore website. Again, you are highly encouraged to engage a registered filing agent to do up the application on your behalf and be a point of contact for the local authorities. The necessary documents and criteria are listed on the Enterprise Singapore website.
You do not need a nominee director, unlike branch offices and subsidiaries. But the parent company must send a chief representative to Singapore to oversee the representative office's activities.
Representative offices have a validity of only three years at the maximum. You can renew it every year before its expiry date. Because of all the above reasons, representative offices are temporary arrangements. For foreign companies to gather market information before setting up a full-fledged company, a representative office is definitely the most ideal option.
Refer here for more details on how to set up a representative office in Singapore.
4. Redomiciliation
Redomiciliation is simply a process where the foreign company transfers its country of registration from another jurisdiction to Singapore. After redomiciling the company to Singapore, it will cease to have its country of incorporation overseas but instead, becomes a company registered in Singapore.
Read our article on re-domiciliation to Singapore for more information.
Company incorporation in Singapore
Each option has its own advantages and disadvantages. To decide on the best option, companies must take into account their business objectives and the duration in Singapore. Some factors such as the tax exemptions, types of legal liability, and also the scope of activities of each option, should be discussed carefully before the foreign company starts incorporating in Singapore.
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If you need assistance in setting up your business in Singapore or have any questions, do get in touch with us today!
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How To Start A Business In Singapore As A Foreigner
Singapore is one of the most business-friendly countries globally. It is relatively easy for eligible foreigners to set up a business here. This article aims to guide you on how to start a business in Singapore as a foreigner.
Different business structures for foreigners
A foreigner can choose the business structure he wishes to adopt, namely sole proprietorship, partnership and company.
Each structure has its own advantages and disadvantages, and certain requirements may apply, especially if the foreigner cannot be physically present in Singapore for the setting up of the business. The summary is as below.
Sole proprietorship
A sole proprietorship is where one person owns and runs the operations entirely by him or herself, or a so-called one-man show. It is the cheapest and simplest of all business structures to incorporate and run.
Sole proprietors can take all profits from their business and have very minimal compliances or reporting requirements to Singapore authorities such as Accounting and Corporate Regulatory Authority (ACRA). However, the downside about this structure is that the business owners are personally liable for all the business's debts and any legal action taken against the business.
You can complete the sole proprietorship registration online through the BizFile+ portal using SingPass. As a foreigner, it is advisable to engage the services of a registered filing agent such as us.
In general, it is not necessary to be physically present in Singapore to register a sole proprietorship as a foreigner.
However, if he or she does not live in Singapore, the sole proprietor must appoint one authorised representative, who is a resident in Singapore (potential representatives include Singapore citizens (SC), Permanent Residents (PR) and EntrePass holders).
The purpose of this authorised representative is to receive notices on behalf of the company and be responsible for all Singapore operations to the relevant authorities
Please refer to our other guides on authorised representatives as well as forming a sole proprietorship.
Partnership
At least two partners, to a maximum of twenty, can form a partnership. Just like a sole proprietorship, partnerships are very simple and cheap to incorporate, with little compliance or reporting requirements.
Similar to the above, partners are personally liable for all the debts that the partnership incurs, (inclusive of those incurred by your partners) and any kind of legal action taken against it. As such, a very high degree of trust between the partners and a need for a cohesive partnership agreement is very important.
Partnerships registration is similar to the process of sole proprietorship registration. This will include engaging a filing agent and appointing an authorised representative if you are not living in Singapore. Like a sole proprietorship, you can register a partnership without the need for any of the partners to be present physically in Singapore.
Do refer to our guide on forming a partnership for details.
Company
Incorporating a company is a little more time-consuming but offers plenty of advantages compared to sole proprietorship and partnership.
A company is a separate legal entity from its owners, this means that the owners are not personally liable for any debts or legal action that is taken against the company.
Having said that, companies are subjected to more stringent compliance requirements (for example like filing of annual returns and holding of annual general meetings) and it takes longer to wind up (it can take 5 months for a company to be struck off from the register) a company.
There are two main scenarios where foreigners seek the incorporation of companies:
- Foreigners who wish to set up a company in Singapore personally; and
- Foreign entities who wish to expand into Singapore.
To set up a local company in Singapore as a foreigner
Foreigners can incorporate a company on the BizFile+ portal with their SingPass account.
It is a requirement for all companies to have at least one director who is a resident here in Singapore. The foreigner must appoint a nominee director if he or she does not live in Singapore and has no intention to.
However, if he or she wishes to manage the business himself or herself in Singapore, he or she can use the newly incorporated company and apply for an Employment Pass (EP) from the Ministry of Manpower (MOM). To achieve a higher success rate for EP applications, your company should aim for a paid-up capital of a minimum of SGD $50,000 and of course fulfil other important requirements.
Please refer to our guide on Singapore company registration for more information.
Foreign companies setting up in Singapore
If a foreign entity (rather than an individual) wishes to get incorporated in Singapore, there are 4 options available – a subsidiary, branch office, a representative office or re-domiciliation.
Each option has its advantages and disadvantages, as well as other things to consider such as tax exemptions or liabilities and extent of company liability. You or your company will have to take these into considerations and decide which is the best option.
Refer to our guide on how you can incorporate your foreign company in Singapore for more details.
Can foreigners who hold certain passes in Singapore, allowed to start a business in Singapore?
Singapore allows foreigners to start businesses in Singapore in general. But foreigners who are already living in Singapore holding a certain pass may be prohibited from starting businesses under the terms of that pass (refer to the table below).
In general, most passes (e.g. EP or Work Permits [WP]) do not allow their holders to be managing businesses in Singapore. This simply means that these pass-holders are not able to set up sole proprietorships or partnerships.
However, they can still incorporate and own shares in companies, but they cannot be the director of the company. The pass-holder cannot apply to work for a company that they hold shares in.
How is the Dependent's Pass and Long-Term Visit Pass different?
The situation for holders of a Dependant’s Pass (DP) or a Long-Term Visit Pass (LTVP) is slightly different.
If a DP holder wants to set up a business in Singapore, they may:
- First register a sole proprietorship, partnership or company. For a company, they need to own a minimum of 30% of the shares in the company;
- Apply for a relevant work pass
If an LTVP holder wants to start a business in Singapore, they may:
- Register a company first, list someone who is a resident in Singapore (such as an SC or PR) as a director of the company. The pass-holder must not be either a shareholder or director of the company at the time of incorporation; and then
- Using the Singapore company to apply for a Letter of Consent (LOC) from MOM on their behalf, which will allow them to work for that company. (This LOC is different from the one DP holders need to operate a business in Singapore.)
The advantage of an EntrePass
EntrePass holders enjoy the most flexibility when incorporating a Singapore business.
The EntrePass scheme is designed specifically for eligible foreign entrepreneurs, who want to start and operate a new business. EntrePass holders are given a huge range of benefits – they can set up any business with any legal structure (sole proprietorship, partnership or company). They also have the right to bring their spouse and children to Singapore by applying for DPs for them.
Eventually, EntrePass holders can also be eligible for applying to be a PR in Singapore. It will be a good idea for any foreigner who plans to set up a business in Singapore, to consider applying for an EntrePass from MOM if they satisfy the requirements.
You can refer to our guide on the EntrePass application for more details.
Summary of allowed business structures:
| Type of Pass | Sole Proprietorship | Partnership | Company |
|
Not allowed | Not allowed | Pass-holders can set up and own shares in a company but cannot be a director or an employee of the company |
|
Not allowed | Not allowed | Pass-holders are allowed to set up and be a shareholder in the company. But, pass-holders who wish to work in the company (as either a director or employee) will have to incorporate a company first, and they are neither a director nor a shareholder of this company. And get the company to apply for a LOC from MOM. |
|
Allowed, with LOC | Allowed, with LOC | Able to, but pass-holder must own 30% of the shares in the company minimum, and also apply for a LOC. |
|
Allowed | Allowed | Able to |
Can foreigners operate a business from home in Singapore?
The Singapore government allows foreigners who want to operate a small business from their Singapore homes (for example a home bakery) can do so under the Home-Based Small Scale Business Scheme, subject to the conditions of their passes.
This means that only EntrePass holders, DP holders or LTVP pass-holders with a LOC from MOM, can operate businesses from their homes.
Additionally, you must take note that the businesses have to respect the property's residential nature and observe certain guidelines. Such as:
- Not to employ any persons outside of the household.
- No display of any paid or physical advertisements (business signboards etc.).
- Not to introduce increased traffic and human traffic to the place.
- Not to introduce noise, smoke, smell, effluent or dust nuisances/danger to the neighbouring residents.
- No Unloading or loading of goods by vans or trucks must not be allowed.
- Activities of the home business must comply with the relevant authorities rules and regulations such as food and hygiene laws, fire safety requirements.
You should also take note that addresses of HDB flats cannot be registered as business addresses. However, the Home Office Scheme allows some exceptions of businesses in certain industries.
Since the business registration requires a valid business address, foreigners who want to set up a small business from their HDB flats, have to make the necessary arrangements and register a different business address instead. This can be done by employing the services of a corporate secretarial firm offering virtual business addresses in Singapore.
What's next after incorporation?
Registering a business is just the first step in setting up a business. After that, the actual operation and management of the business can begin.
Take note that the following steps are not applicable if you hold certain passes with their respective restrictions.
Applying for a corporate bank account
Normally, one of the most important things to be done after incorporation is the setting up of a corporate (business) bank account for the company. This is critical as you need to separate your personal and business expenses for accounting purposes and accountability to stakeholders. This allows for business liability to be limited to the company’s assets in the case of companies.
Firstly, the incorporation of the company must be completed before the bank arranges for the bank account opening appointment.
Most banks require the company’s directors to be present physically, though in certain cases some banks may allow verification to be done online via the phone or video conferencing. This is purely on a case-by-case basis.
If the bank requires the company directors to be physically present, it is advisable to only book the flight tickets to Singapore only after the confirmation of the appointment with the bank.
Please refer to our article on the opening of corporate bank accounts in Singapore for more details.
Employing employees
Sometimes, the business may need to hire employees to execute various company functions.
The workforce in Singapore is highly skilled to meet most international firms' demands. To facilitate the search for such labour, there are many popular local job websites for employers to use. You can also employ overseas employees through various work pass applications from the Ministry of Manpower.
For more details on the relevant compliance requirements, refer to our article on the employment of employees in Singapore.
Renting an office
If your business is a non-home-based business, you may need to rent offices or business premises for your operations. In Singapore, the office rental rates vary depending on the location. Under normal circumstances, offices in the central business district (CBD) command the highest rates.
It is advisable to source for office space via a local real estate agent, who can provide better expertise and advice on rental decisions with a fee.
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The process for incorporating a business is mostly similar for locals and foreigners. For the foreigner, there may be additional steps like the appointment of a local authorised representative or applying for the relevant passes if they would like to manage the business in Singapore personally.
It is advisable to engage a corporate secretarial firm to help you with the company incorporation. Your corporate secretary can also assist with the various applications after your company have been successfully registered.
Do not hesitate to get in touch with us should you have any questions.
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How To Choose a Business Name That Is Approved By ACRA
Having the right business name is extremely important. Your business name will determine its image, direction, and also how your customers will identify you in the future. In this article, we will guide you on how to choose a business name that is approved by ACRA.
Besides marketing, you need to ensure the chosen business name will be approved for registration with the Accounting and Corporate Regulatory Authority (ACRA).
Restrictions on business names registration
In accordance with section 17 of the Business Names Registration Act, ACRA has the right to refuse to register a business name that is:
- Undesirable. Typically if the name is obscene or religiously offensive;
- Identical to an already reserved name. Reserved business names are basically already approved but not yet registered, due to the company or entity with the reserved business name is not incorporated yet. Business names will be reserved for minimally 60 days and not more than 120 days;
- Identical to other registered business names;
- Prohibited by order from the Singapore Minister of Finance. As of now, the only word that you should not use is 'Temasek'.
You can refer to our previous article on changing your company name here.
Your Business Name is identical to another
ACRA may allow registration of a business name that is identical to a business that has already been dissolved or has ceased to continue business in Singapore after a period of time has passed. It depends on the structure of the legal entity this other business was, the corresponding time periods are below:
| The other business was: | You can register that business’ name as your own after (at least): |
| Reservation and registration of business name was cancelled, or where the business has ceased | One year after cancellation or cessation date |
| A wound-up company | Two years after the dissolution date |
| A company that was struck off the register | Six years after the dissolution date |
| Cancelled registration of a limited partnership | One year after the cancellation date |
| A limited partnership that is dissolved and given notice to ACRA | One year after the dissolution date |
| Limited liability partnership (LLP) that was wound up | Two years after the dissolution date |
| LLP that was struck off the register | Six years after the dissolution date |
| A foreign entity that has given notice it has ceased having a place of business in Singapore or ceased its operations in Singapore | Three months after the cessation date |
| A foreign company that has given notice to ACRA of its dissolution | Two years after the dissolution date |
| A foreign company that was struck off the register | Six years after the date of its name being struck off |
How to check for identical names
Search engine
The easiest way to check if your preferred business name is already in use by someone else is simply to do an internet search by using search engines like Google.
IPOS Go
You can also do a search using a mobile app called “IPOS Go” – which is a product of the Intellectual Property Office of Singapore. It allows new business owners to do a quick search for existing business names and also domain (website) names, registered trademarks and social media accounts usernames, to help you decide on an appropriate name.
Just key in the preferred name and the app will show you if similar names have already been registered. Below is a screen capture of how the app looks like.
What if my business name is similar (but not identical) to others?
While the law forbids the registration of identical names, it is possible that ACRA will approve the registration of a business name that is similar to the name of an existing business. Therefore, you might be tempted to pick a name that is similar to the name of an existing one.
However, be aware that this may risk you and your stakeholders being sued for the tort of passing off. This can happen if the other business (whose name is similar to yours) thinks you are trying to pass off yourself as their business. In the event that this happens, you should consult a lawyer immediately.
What is next?
After you have decided on the business name, you may consider protecting it by registering it as a trademark. There are numerous benefits, one example is using your business name exclusively with regards to the goods/services under which it is registered. You can read more on how to register a trademark here.
Picking a suitable business name is clearly so straightforward. You may possibly spend a lot of time thinking of a name that you think is perfect for the brand, only to discover ACRA will not approve the registration.
The moment you found your ideal business name, we advised that you should find a registered filing agent to help register it as soon as possible. Feel free to contact us if you require assistance with registering your business or to ensure you fulfil the regulatory compliance needed.
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如何更改我在新加坡的公司名称
在选择了新加坡公司的名称并注册后，你和股东可能会因为以下原因而决定更改新加坡公司的名称：
- 为了重塑品牌;或者
- 你想要一个更能代表公司业务的新名称
在这篇文章中，我们将解释如何更改你的新加坡公司名称。
1. 选择合适的名称
公司的新名称必须恰当并且合法。根据《公司法令》，贵公司的新名称不能是：
- 新加坡财政部或部长规定禁止的名称；
- 与其他注册商业公司名称相同或相似；
- 与另一个注册商业公司已经保留的名称相同; 或
- 不良的名称，例如会导致宗族纷争或侮辱和伤害他人的名称
欲了解更多信息，请参阅我们关于企业名称限制的文章。
2. 向ACRA申请批准
在您和其他利益相关者决定了新的公司名称后，您必须向新加坡会计与企业管制局 (ACRA) 提交一份申请，以获得批准。
3. 通过变更公司名称的特别决议
一旦 ACRA 批准了新的公司名称，就需要完成一项特别决议来实现这个改变。为了通过这项特别决议的必要步骤是：
- 准备一份变更公司名称的书面决议。
- 决定召开股东大会的日期，并将会议的目的通知全体股东，那就是必须要通过变更公司名称的特别决议。
- 私人有限公司必须在会议召开前的至少14天，发出书面通知。如果拥有95%以上投票权的成员同意，会议可以在更短的时间内举行。
- 在会议期间，集体持有至少75%表决权的成员必须同意这项特别决议才算通过。
- 该决议的副本必须在决议通过后14天内提交给 ACRA。
您公司的新名称将在向 ACRA 提交决议后进行更新。您将会获得一份公司成立通知以新公司名称发出，公司名称的更改会于该通知发出后立即生效。
你也可以上网查看 BizFile+，看它是否已被更改了。
4. 接下来是什么？
更改公司名称后，应确保新名称取代公司上原有(旧)名称的各个地方例如：
- 公司招牌
- 印有公司信头的信纸
- 公司用作宣传的小册子
- 公司网页
- 社交媒体账号
为了反映这个变更，也必须更换公司的盖章或印章。
如果公司的旧名称被注册为商标，就应该为新名称注册新商标。
有关税务评估的事务，无需向新加坡国内税务局 (IRAS) 通报公司名称的变更，因为 IRAS 会自动根据 ACRA 的记录更新其记录。
但是，如果您预计在提交公司名称变更后的两周内即将需要收到任何来自 IRAS 的重要信件，例如提交公司税务的通知，您可以自行通知 IRAS。你可以在这里浏览 IRAS 指南。
你必须注意，更改公司名称并没有改变公司的权利和义务。例如，尽管公司名称发生了更改，但公司所欠的任何债务仍然必须偿还。
5. 联络我们
如果您需要帮助更改公司名称或有任何其他问题，请与我们联系。
Rental Support Scheme 2021: Support for Businesses with Rental Cost During Phase 2
As announced, the government will provide Rental Support Scheme (RSS) support to help businesses offset their rental cost during the two Phase 2 heightened alert periods. This cash support will be paid directly to qualifying tenants and owner-occupiers.
Who Qualifies for The Rental Support Scheme (RSS)?
Small-medium enterprises (SMEs) and non-profit organizations (NPOs) with annual revenue less than $100 million in FY2019.
Qualifying Periods For RSS
- 1st RSS Payout
a. stamped lease or license entered into before 14 May 2021 and in force anytime during 14 May 2021 to 29 May 2021.
b. Stamping must be done before 28 May 2021.
- 2nd RSS Payout
a. Stamped lease or license entered into before 20 July 2021 and in force anytime during 22 July 2021 to 18 August 2021.
b. Stamping must be done before 3 August 2021.
How Much Is the Payout?
- 1st RSS Payout
- Tenants – 0.5 months of latest contracted gross rent within the period 14 May 2021 to 29 May 2021
- Owner-occupiers – 0.5 months of the property’s annual value as of 14 May 2021
- 2nd RSS Payout
- Tenants – 0.5 months of latest contracted gross rent within the period 22 July 2021 to 18 August 2021.
- Owner-occupiers – 0.5 months of the property’s annual value as of 22 July 2021.
When Is the Payout?
- 1st RSS Payout – From 6 August 2021
- 2nd RSS Payout – From October 2021
What Are the Qualifying Commercial Properties For RSS?
1. Hotel room or function room of a hotel registered under the Hotels Act
2. Serviced apartment or serviced apartment function room
3. Meetings, incentive travel, conventions and exhibitions venues
4. Premises of a prescribed international cruise or regional ferry terminal
5. Premises of tourist attractions
6. Shop
a. Retail shop
b. Furniture shop
c. Pet shop
d. Supermarket
e. Take-away food shop
f. Bakery and confectionary
g. Pawnshop
h. Dispensary
i. Beauty salon
j. Gym
k. Spa
l. Ticket agency
m. Travel agency
n. Laundry or dry-cleaning shop
o. Department store
p. Post office
q. Showroom
r. Bank
s. Vet clinic
7. Warehouse retail
8. Restaurant
a. Restaurant
b. Café
c. Cybercafe
d. Food court
e. Coffeeshop
f. Market and hawker stalls
g. Bar
h. Night club
9. Amusement centre
a. Video games arcade
b. Computer gaming center
c. Billiard saloon
10. Cinema or theatre
11. Sports and recreational building
a. Social club
b. Golf club
c. Clan and association
d. Skating rink
e. Bowling alley
12. Childcare centre or kindergarten
13. School
a. Tuition centre
b. Language school
c. Computer school
d. Art school
e. Dancing school
f. Speech and drama school
g. Child development center
h. Play school
i. Foreign system school
j. Training or vocation training institute
k. Other private education institution
l. Driving school
14. Heath and medical care building
a. Medical clinic
b. Medical center
c. Dental clinic
d. Hospital
e. Nursing home
f. Hospice
g. Place of rehabilitation
h. Convalescent home
15. Backpackers’ hostel, boarding house, guest house, hotel or students’ hostel that is not a registered hotel
16. Carpark used in connection with the operation of the qualifying properties listed here
17. Spaces used in connection with the operation of the qualifying properties listed here but excluding certain premises
a. Management office
b. Store
c. Function and meeting space
d. Club lounge and other tenements such as atrium space
e. Space for base station
f. Vending machine
g. Signage
h. Advertisement space
i. ATM
j. AXS machine located within the premises listed here
18. Shophouses that are used for the purposes listed here but excluding certain premises
Most qualifying tenants and owner-occupiers will receive the RSS cash payout automatically.
If you are unsure of your eligibility and want to submit an application, click here for more
information: https://docs.google.com/forms/d/e/1FAIpQLSd0xnlTWsd-HIc3uwziTrFYDmQPL_0JCFU7YIoCMCNPpUGtHA/viewform?vc=0&c=0&w=1&flr=0
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How To Change My Singapore Company Name
After choosing a name and incorporating your Singapore company, you and the shareholders may decide to change the Singapore company name for the following reasons:
- For the purpose of a rebranding exercise; or
- You simply wanted a new name that is more representative of what your company is doing.
In this article, we will explain how to change your Singapore company name.
1. Choosing the appropriate name
The company's new name has to be appropriate. With reference to the Companies Act, your company's new name must not be:
- Prohibited under the directions from the Minister of Finance;
- Identical to any other registered business and/or company's name;
- Identical to a reserved name by another registered business and/or company; or
- Undesirable
For more information, you can refer to our article about restrictions on the names of businesses here.
2. Applying for approval with ACRA
After you and other stakeholders have decided on the new company name, you must submit an application to the Accounting and Corporate Regulatory Authority (ACRA) for approval.
3. Passing a Special Resolution for the Change of Company Name
Once ACRA has approved the new company name, you need a special resolution to effect that change. The steps of passing such a special resolution are:
- Prepare a written resolution for changing the company name.
- Deciding on the date for a general meeting and informing all shareholders of the meeting objective, which is to pass a special resolution for changing the company name.
- Written notice of at least 14 days must be given for the meeting for private companies. The meeting can be held at shorter notice if members holding voting rights of at least 95% agree to it.
- During the meeting, members collectively holding at least 75% of the voting rights, must agree to the special resolution.
- Submit a copy of this resolution to ACRA within 14 days of its passing.
The company's new name will be updated after filing the resolution with ACRA. Notice of incorporation will be issued under the company’s new name and name change is effective upon the issuing of that notice.
You can go online on BizFile+, to check whether it has been changed.
4. What is next?
After changing your company name, you should ensure that the new name replaces the former (old) company name on its:
- Signage
- Letterhead
- Brochures
- Website
- Social media accounts
You need to replace the company’s rubber stamp as well to reflect the change.
If the old name of your company is registered as a trademark, you should register a new trademark for the company’s new name.
For tax assessment purposes, informing the Inland Revenue Authority of Singapore (IRAS) about the change in your company's name is not necessary, as IRAS updates its records based on ACRA’s records automatically.
However, if you are expecting any correspondences from IRAS, such as notification of filing corporate taxes, within 2 weeks of filing the company name change, you should notify IRAS. You can visit IRAS’ guide here.
Do note that the changing of the company's name does not change the company’s rights or obligations at all. For example, notwithstanding the change in the company name, the company's debts remain payable.
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An Overview of The Personal Data Protection Act (PDPA) In Singapore
Globally, data protection laws are coming into force. This includes the EU’s General Data Protection Regulation (GDPR), Brazil’s Lei Geral de Pretecāo de Dados Pessoais (LGPD), Thailand’s Personal Data Protection Act (PDPA), India’s and Indonesia’s proposed bills, California’s Consumer Privacy Act (CCPA), and the various parts of the United States.
In Singapore, the Personal Data Protection Act 2012 governs the way organisations collect personal data for commercial purposes. The authorities continuously improve The Act and there has been a recent slew of changes in 2021.
What Is Personal Data?
Personal data is defined as data about an individual who can be identified from that data, or from that data and other information to which the organization has or is likely to have
access. These personal data can be in the form of digital or non-digital formats.
What is the PDPA?
The Personal Data Protection Act provides an overarching framework on how entities collect, use, disclose and maintain personal data in Singapore.
There is also a sub-branch from the Act called the Do Not Call (DNC) Registry. This DNC allows individuals to register their Singapore telephone numbers to opt out of getting unsolicited messages or calls from organizations.
The aim of such regulations is to ensure the usage of personal data in the originally intended manner and strengthen Singapore’s position as a trusted hub for businesses.
All organizations must comply with the regulations except when:
- the individual is acting on a personal or domestic basis
- the individual is acting in his/her capacity as an employee with an organization
- the public agency in relation to the collection, use or disclosure of personal data.
- business contact information is solely for personal use.
PDPA Obligations
If you are an organization dealing with personal data, then you should follow these 9 obligations:
| Consent | Ensure that the consent has been obtained from the individuals before collecting, using or disclosure of the Personal Data |
| Purpose Limitation | Use or disclose Personal Data only for the purposes defined |
| Notification | Inform the individuals on the purposes for collection, use and disclosure of their Personal Data during collection |
| Access and Correction | Upon request, provide the Personal Data of the individual and information on how the individual’s personal data has been used or disclosed. Correct an individual’s Personal Data upon request |
| Accuracy | Ensure that Personal Data is accurate and complete during collection or when deciding which will affect the individual |
| Protection | Secure the Personal Data from unauthorized access |
| Retention | Retain Personal Data only for the intended purpose and destroy when no longer needed |
| Transfer Limitation | Ensure overseas external organizations provide a standard of protection comparable to the PDPA Singapore |
| Accountability | Undertake and demonstrate responsibility for the Personal Data |
Consequences Of Breaching PDPA Regulations
Failure to comply with the PDPA regulations may subject an organization to the following:
- A financial penalty of up to S$1 million or 10% of annual turnover (whichever is
higher). - Not allowed to collect, use or disclose any Personal Data.
- Asked to destroy Personal Data collected in contravention of the PDPA.
Since its inception, the authorities have penalised multiple organisations for breaching data
protection obligations under the PDPA.
How To Ensure Compliance With PDPA
One of the most immediate steps the organization should do is to appoint a Data Protection Officer (DPO). The DPO’s role is to supervise how the organization handles Personal Data and if it meets the 9 obligations mentioned above.
The DPO will help to review existing data protection policies, identify the gaps and address them by implementing updated policies. If need be, he will work with a legal team to draft a suitable Data Protection Policy for the organization.
The DPO can create a training manual for every employee to receive adequate training in handling Personal Data.
The DPO is also the point of contact for individuals who wish to enquire about PDPA related matters.
Last but not least, the DPO does not need to be an employee of the organization. For a lot of SMEs with limited resources, they can consider engaging an external vendor who is well versed with the Personal Data Protection Act to be their DPO.
As we transform into a digital economy, collecting and maintaining databases is essential to an organization. The authorities are increasingly taking steps to scrutinise the handling of Personal Data.
Therefore, it is prudent for organisations to undertake data protection policies right now rather than later.
If you have any questions or concerns regarding PDPA compliance, consider getting in touch with us.
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Cost Of Hiring in Singapore
So, you are ready to expand your business, and you need to start hiring. What are the costs involved when hiring in Singapore? Let’s find out.
Hiring Singapore Citizen and Singapore Permanent Resident
Singapore has a pension fund to which every working Singapore Citizen (SC) and Permanent Resident (SPR) needs to contribute. This pension fund is called Central Provident Fund (CPF). This is how it works when you hire an SC or SPR. There are three components to the salary payable.
- Employees take-home pay
a. 80% of gross salary - Employees contribution to CPF
a. 20% of gross salary - Employer contribution to CPF
a. 17% of gross salary
Assuming a gross salary of SGD4,000, the employee will be paid SGD3,200 (80%) in cash. The employer will then pay the SGD 800 (20%) of the salary to CPF on the employee’s behalf. On top of that, the employer is expected to top another SGD680 (17%) into the employee’s CPF account.
For an employee getting a gross monthly salary of SGD4,000, the total payable is:
- SGD3200 – Cash
- SGD800 – CPF (employee)
- SGD680 – CPF (employer)
Total = SGD4,680.
The CPF contribution rate varies accordingly to the age band of the employee. So please refer to the official CPF website for more detailed information.
Hiring Foreigners
In some circumstances, companies may opt to hire foreigners. This is usually the case if the company is unable to source the required talents locally.
There are three types of work passes for foreigners.
- Employment pass
- S-Pass
- Work Permit
Depending on the skill level of the foreigner, the company will apply for the relevant work pass accordingly.
For foreigners, they are not required to contribute to the CPF. Thus, for an employment pass holder commanding a monthly gross salary of SGD4,000, the total payable will be SGD4,000 (in cash).
However, for S-pass and Work Permit these are subjected to a hiring quota and foreign worker’s levy payable monthly. These conditions vary according to the industry and type of work involved.
Hiring Locally Versus Overseas
Even though it might seem ‘cheaper to hire foreigners, companies will also do well to account for the additional cost of hiring foreigners. Such as paying for their pass application, accommodation, flight back home (when the work pass expires), etc.
It is also essential for companies to practice the Fair Consideration Framework (FCF), which mandates all employers in Singapore to consider the workforce in Singapore fairly for job opportunities. Employers should not discriminate on characteristics unrelated to the job, such as age, gender, nationality, or race.
If the employer fails to adequately prove that they have practised FCF and reasonably considered all local candidates, it is improbable to approve their foreign workers’ work passes.
Ready to hire talent for your company? We provide a full suite of talent sourcing as well as work pass application services. Talk to us today!
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How to hold AGMs online during COVID-19
This article aims to give you an idea of how to hold Annual General Meeting(s) (AGMs) online or virtually during COVID-19. All private companies, unless exempted, must hold their AGMs after the end of the companies' Financial Year End (FYE) within a timeframe of six months.
Holding AGM in person during COVID-19 pandemic
By default, AGMs are always held in person. You can continue to do so, provided that you comply with prevailing safe distancing measures (accurate as of 10 April 2021). These measures are:
- The number of attendees is not more than 50 persons.
- Reducing the duration of physical meetings as much as possible.
- Ensure at least 1 metre of physical spacing among attendees.
Thus under this new legislature, COVID-19 (TEMPORARY MEASURES) (ALTERNATIVE ARRANGEMENTS FOR MEETINGS FOR COMPANIES, VARIABLE CAPITAL COMPANIES, BUSINESS TRUSTS, UNIT TRUSTS AND DEBENTURE HOLDERS) ORDER 2020, the dispense of the need for physical presence and to hold AGMs online is possible now.
The 'new normal': holding AGMs online
This applies to meetings held, conducted, deferred or convened from 27 March 2020 onwards. While this applies to attending general meetings, AGMs and Extraordinary General Meetings (EGMs), meetings that are convened by court orders for schemes of arrangement is not applicable.
Convening meeting and attendance
The two options to hold AGMs online are:
- Having the AGM completely online, meaning via teleconference or video conference.
- Still have the AGM at a physical location with not more than 50 attendees, and simultaneously broadcast the meeting to other attendees who will attend online.
You should give access to all the online attendees to both audio and visual broadcasts of the meeting.
Notice of AGM
On this point, you can refer to our earlier article here, however, there are some additional points because of the nature of virtual AGM:
- Give clear and concise instructions to access the meeting electronically must be given, including details of the online meeting's location.
- State the manner of the chairman's appointment, whether by a member's or proxy's vote.
- State how the member can send to the chairman, substantial and relevant matters that the member wishes to raise during the meeting
- Can be accompanied by any other documents relevant to the AGM
Right or entitlement to speak on the resolution
You can ask the attendees to send to the chairman, by post or email, the matters that they want to raise at the AGM. The chairman will address these matters before or during the meeting via electronic means, such as video conference or email. Such matters should be:
- Relevant and substantial
- Sent in a reasonable timeframe before the meeting
Right or entitlement to be heard or for reading out representations
The person reading out the representations and rights during the AGM can do so through video conferencing, teleconferencing or email.
Quorum provision
A quorum can be formed if two members (shareholders) are personally or present electronically. The person is present electronically when he or she:
- Has access to both audio and visual broadcast and is listening or observing the meeting
- Verified by the company's share registrar as attending the meeting
- Acknowledged by the chairman of the meeting as present in the meeting via electronic means (example email or video conferencing)
Provision for members to vote
Unless clearly stated in the company's constitution that members can submit their votes online, any members who wish to vote must appoint the chairman of the meeting as their proxy and vote on their behalf. You can send a notification of this appointment through post or email to the email address stated in the notice.
The same applies to shareholders who cannot attend but wish to vote. If the shareholder appoints a proxy other than the chairman before 13 April 2020, the chairman will automatically become his or her proxy. The three conditions for this are:
- There is no change to the resolutions in the event of adjourned or postponed meetings
- the shareholder has the opportunity to withdraw the previously submitted proxy form but did not do so
- the shareholder has specifically instructed the proxy on how he or she wishes to vote.
If you are unsure of how online AGM can be done, do not hesitate to contact us.
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