Singapore

Personal income tax

From YA 2017 to 2023 – 0 to 22%. From YA 2024 – 0 to 24%

Corporate income tax

17%.

Exchange restrictions

None.

Tax Treaties

108 Double Tax Agreements, Limited Double Tax Agreements, Exchange of Information. However, only 103 are currently in force.

Permitted currencies

Practically all currencies.

Minimum authorised capital

No minimum capital requirement.

Minimum share issue

Minimum share issue is 1 ordinary share (no par value).

Shelf companies

These are available but of less relevance as companies can be incorporated easily and expediently.

Timescale for new entities

A new entity can generally be set up within 1 to 7 days after all required documents are submitted. For a VCC, this can take up between 14 to 60 days.

Incorporation fees

Filing fees for setting up a private limited company range from S$115 to S$315 onwards, and S$8,000 for a VCC.

Annual fees

These range from S$30 to S$60. For a VCC, this is S$1,600.

Minimum number

One director. For VCCs, at least one director is either a director or a qualified representative of the manager of the VCC, and at least 3 directors if the VCC is an authorised scheme.

Residency Requirements

Every company must have at least one director (ordinarily resident in Singapore). VCC directors must be ‘fit and proper’.

Corporate directors

Not permitted, but corporations can be represented on the board through nominees.

Meetings/ frequency

Based on provisions in the company’s or VCC’s constitution.

Disclosure

Shareholders of companies are publicly available. Companies and VCCs must also maintain a Register of Registrable Controllers comprising beneficial ownership information (which is available only to public agencies upon their request).
VCCs and public companies must maintain a register of members. The VCC’s manager, custodian or members, or a public authority, may request to inspect the register. Any person may inspect the register of members of a public company.

Bearer shares

Not permitted.

Minimum number

One.

Public share registry

Yes, except for VCCs.

Meetings/ frequency

Annual, unless applicable requirements for exemption are satisfied.

Annual return

Yes.

Audit requirements

Yes, unless audit exemption requirements are fulfilled.

Recent Legislation

• On 2 March 2023, the Economic Development Board announced changes to the Global Investor Programme which were effective from 15 March 2023
• On 3 March 2023, the Monetary Authority of Singapore (MAS) circulated Circular No.: AMLD 02/2023 which directed all financial institutions to be vigilant to money laundering and terrorism financing risks in wealth management
• Stamp Duties Act 1929 (Amendment of First Schedule) (No. 2) Notification 2023
• On 5 July 2023, the MAS announced changes to the guidelines for single family offices (SFOs) applying for tax incentives under Section 13O and Section 13U of the Income Tax Act 1947
• Business Trusts (Amendment) Act 2022
• Income Tax (Amendment) Act 2023
• Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023

Pending Legislation

• On 31 July 2023, the MAS proposed a consolidated framework for requirements and applications relating to SFOs operating in Singapore including exemption from licencing under the Securities and Futures Act 2001 and its subsidiary legislation as well as notification and annual reporting requirements.
• The Singapore government announced in its 2024 budget that it will introduce, among others, (i) a corporate income tax rebate for the year of assessment (YA) 2024; (ii) a personal income tax rebate for YA 2024; (iii) the refundable investment credit and (iv) extend and revise the tax incentive schemes for funds managed by Singapore-based fund managers (referred to as ‘Qualifying Funds’), the details of which will be provided in the second half of 2024.

Registered office

Must be in Singapore.

Domicile issues

Inward re-domiciliation possible in accordance with statutory regime.

Company naming restrictions

Names must not be undesirable (eg of an obscene nature or likely to cause offence to a country, religion, etc), identical to another entity, or of a kind the Registrar of Companies will not accept (e.g. “Temasek”). Names claiming activities related to banking, trusts, hospitals and other regulated activities require licensing and approval from relevant authorities.

VCC-specific requirements

A VCC must (i) be managed by a permissible fund manager, (ii) custodise its assets or appoint a permissible custodian, (iii) implement AM/CFT prevention measures, and (iv) have the sole object to be one or more collective investment scheme.