Incorporation Singapore Subsidiary Requirements
To incorporate a Foreign Subsidiary, these are the general requirements and procedures needed:
- Directors: A minimum of one resident director (a Singapore Citizen, a Singapore Permanent Resident, a person who has been issued an EntrePass, Employment Pass, or Dependent Pass) is mandatory.
- Shareholders: The shareholder can be an individual or a corporate entity. 100% local or foreign shareholding is allowed. A director and shareholder can be the same or different person.
- Paid-up Capital: Minimum paid-up capital for registration of a Singapore company is S$1.
- Registered Address: The address must be a physical local address.(PO Box is not allowed.)
- Company Secretary: Companies Act requires one Company secretary who must be a natural person and an ordinarily resident of Singapore.
- Unless exempted from audit requirements under the Companies Act, every company must appoint an auditor within three months after its incorporation. Only small exempt private companies and dormant companies are exempted from audit requirements. A small exempt private company is one that meets the following conditions:
- The turnover for the financial year is less than S$5m.
- The company does not have more than 20 shareholders, and
- The company does not have, directly or indirectly, a corporation as a beneficial shareholder.
For each Singapore resident individual shareholder and director:
Copy of Singapore IC; and Copy of passport if the individual is not a citizen of Singapore
For each non-resident individual shareholder and director:
- Copy of passport
- Copy of residential address proof such as a recent utility bill, residential phone bill, tax bill, or cable TV bill
For each corporate shareholder of the Foreign Corporate Company Certificate and Special Director Resolution to resolve becoming newly incorporated company subsidiary’s shareholder.
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 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.
Solution Paul Hype Page & Co Provides
- Name check and reservation
- Preparation of memorandum & articles of the company and other incorporation documents
- Preparation of registration forms
- Professional & Filing Fees
- E-Certificate of incorporation
- Preparation of compliance corporate kit, including corporate seal, share certificates, register and minutes book
- Minutes of first board meeting
- Resolution to open a bank account
Requirements for Opening a Corporate Bank Account
Once your company is incorporated, you have to think to open a corporate bank account with any of the local and international banks in Singapore. Opening a corporate bank account in Singapore is a simple and quick procedure. The important thing is that you have to choose the bank which offer corporate accounts features can fulfill the banking needs of your company.
- Completed Corporate Account Opening Forms Board of Directors Resolution approving the opening of the account and the signatories to the account
- Certified True Copy of Certificate of Incorporation (must be certified by the company secretary or one of the directors)
- Certified True Copy of Company’s Business Profile from Company Registrar
- Certified True Copy of Company’s Memorandum and Articles of Association (MAA)
- Certified True Copies of Passport (or Singapore IC) and
- Residential Address Proof of Directors, Signatories, and Ultimate Beneficiary Owners.
If you are in Singapore, just bring the originals and the bank will make a copy. The Singapore banks may ask you to produce additional documents depending on the case.
Generally, most banks require that the account signatories and majority directors be physically present in Singapore for signatures at the time of opening the company bank account.
However, some banks will accept the signing of documents at one of their overseas branches or in front of a Notary Public.