Setting up a Business in Singapore

Overview by Globlatrade.net:

Legal Forms of Companies

Types of Companies and Capital (Max/Min) Number of Partners/Shareholders and Liability Registration Fees
Company Limited by Guarantee.
 
 
No minimum capital.
Minimum 2.
 
 
Liability is limited to the amount of guarantees
Around SGD 600
Company Limited by Shares and Guarantee.
 
 
No minimum capital.
Minimum 2.
 
 
Liability is limited to the amount of guarantees
Between SGD 1,200 and 35,000.
Private Company or Sendirian Berhad (Sdn Bhd)
 
 
No minimum imposed by the law, in practice, capital is SGD 25,000
Minimum 2. Maximum 50 shareholders.
 
 
Liability is limited to the amount contributed.
Between SGD 1,200 and 35,000.
Public Company or Berhad (Bhd)
 
 
No minimum capital.
No minimum
 
 
Liability is limited to the amount contributed.
Between SGD 1,200 and 35,000.
General Partnership
 
 
No minimum capital.
Minimum 2. Maximum 20
 
 
Liability is unlimited.
Around SGD 600
Limited Partnership
 
 
No minimum capital.
Minimum 2. Maximum 20.
 
 
At least one person has an unlimited liability. Other partners' liability is limited to the amount they contributed.
Around SGD 600
Sole Proprietorship
 
 
No minimum capital.
1 only person.
 
 
Liability is unlimited.
Around SGD 600
Unlimited Company
 
 
No minimum capital.
Minimum 2.
 
 
Liability is unlimited.
Around SGD 600
 
 

Business Setup Procedures

Administrative Formalities
The company's founders in Singapore have to register the company's name and pay registration fees. Investors have then to register their company with the Registry of Companies and Businesses (RCB) which delivers a registration certificate.
The Competent Organization
The Accounting and Corporate Regulatory Authority of Singapore.
Time Necessary for Registration
With the introduction of on-line e-filing the process of registration takes only 15 minutes which earlier took almost 6 weeks.
 

Recovery Procedures

Principle

As a company declares bankruptcy, an Official Assignee takes over to manage the process.

The bankrupt would be subject to several restrictions, one of which is that he/she may not travel out of the country without the Official Assignee's permission.

The bankrupt would also be automatically disqualified from acting as a Director of a company or from taking part in the management of a business, whether directly or indirectly.

Certain provisions in the Bankruptcy Act may be invoked to “claw back” assets given away or transferred by the bankrupt within qualifying periods before his/her bankruptcy. The assets clawed back would be used to repay creditors.

Provisions may seem less severe for foreign companies, since they are not required to guarantee debt in the original registration. A company may be reorganized through a scheme or arrangement, or by applying to the court for an order for the company to be placed in judicial management.

For more details, visit: Insolvency and Public Trustee' Office (PTO Online)

Minimum Debt-to-Capital Ratio Triggering Liquidation
There is no minimum debt-to-capital ratio that triggers recapitalization or liquidation. In many cases, however, foreign shareholders recapitalize in order to continue business or liquidate in order to withdraw business without dispute with local creditors.
Bankruptcy Laws
Bankruptcy & Winding Up, Ministry of Law
Reorganization and Rehabilitation Laws

A company can be re-organized after applying to the court for judicial management. For more details, visit Bankruptcy & Winding Up, Ministry of Law.

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