CHINA INCORPORATIONS LIMITED (CIL)

Each Singaporean company must have a local registered office which must be a physical address and not just a Post Office box.

Each company must have at least one director. Corporate director is not permitted and the director must be either a Singapore citizen, a permanent resident or an employment pass holder.

For incorporation purposes, an individual subscriber is preferred. Thereafter, the share may be held by a corporate shareholder (i.e. holding company). Bearer shares are not permitted. Each private limited company must have a local company secretary and maintain books of account which must be audited by a local auditor. A qualified local company secretary is only required for a public company. A sole director may not act as the company secretary.

The current law allows an exempt private company to be exempted from audit requirements in respect of a financial year if its revenue in that year does not exceed SGD5 million for financial years starting on and after 1 June 2004.

Details of the company's directors, shareholders and secretary must be filed at the Registry of Companies and are on public record.

Each year, the company must submit an annual return together with audited accounts (unless exempted). Penalties apply for late filings.

Subject to the Companies (Amendment) Act 2004, private companies may dispense with Annual General Meeting.

• Background

Major international financial and trade centre
Tax efficient legislation
Significant ongoing statutory requirements

• Introduction

Singapore is located on the southern tip of the Malaysia peninsula. One of the original tiger economies, Singapore is now a major international financial and trade centre and rivals Hong Kong as the world's biggest container port. Singapore has a reputation for being highly regulated, however it is in reality, a carefully administered jurisdiction.

• Law And Taxation

Singapore has a British based legal system and corporate law operates on a common law basis. Singapore is a signatory to a number of double tax and investment protection treaties which provide some tax planning and security advantages. A Singapore company with external investments that are correctly structured and administered may not be liable for tax on profits generated from activities conducted outside Singapore. From Year of Assessment (YA) 2008, companies are taxed at a flat rate of 18% on their chargeable income. A newly incoporated company that satisfies the qualifying conditions can claim for full tax exemption on the first $100,000 of normal chargeable income (excluding Singapore franked dividends) for each of its first three consecutive YAs. Estate duty was abolished on 15 February 2008.

Please consult with your tax accountant to fully understand how and when the exemptions apply.

• Local Infrastructure

Singapore is a sophisticated international business and financial centre and as such there are numerous domestic and global banks, stockbrokers and finance houses. All the major international legal and accounting firms have offices in Singapore. Singapore has a stable government and a rich pool of professionals who are able to assist in all international business transactions.

With an airport that serves as a regional hub for over 100 destinations, state of the art communications and a sound infrastructure, Singaporean companies are well positioned to take advantage of its many tax treaties.