Guide to incorporating a subsidiary company

Step 1: Understand the Statutory Requirements

ACRA Requirements

• 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.

Audit Requirements
According to ACRA, currently, a company is exempted from having its accounts audited if it is an exempt private company with annual revenue of $5 million or less. This approach is being replaced by a new small company concept which will determine exemption from statutory audit. Notably, a company no longer needs to be an exempt private company to be exempted from audit.

A company qualifies as a small company if:
(a) it is a private company in the financial year in question; and
(b) it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:

- total annual revenue ≤ $10m;
- total assets ≤ $10m;
- no. of employees ≤ 50.

For a company which is part of a group:
(a) the company must qualify as a small company; and
(b) entire group must be a “small group”
to qualify to the audit exemption.

For a group to be a small group, it must meet at least 2 of the 3 quantitative criteria on a consolidated basis for the immediate past two consecutive financial years.

Step 2: Documents Needed for Incorporation

We will need the following documents from you:

Documents Required For Company Subsidiary Incorporation
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; and
• 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.

Step 3: Our Scope of Service for Incorporation
After engaging our services, we would perform the followings to incorporate your subsidiary company:

Scope of Services:

• 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

Step 4: Open 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 offers corporate accounts features can fulfill the banking needs of your company.

Requirements for Opening a Corporate Bank Account
Basically, the followings are the required documents to open a corporate account in Singapore banks:

• 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.

Singapore banks may ask you to produce additional documents depending on the case. Generally, the majority of the 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.