Singapore Offshore Company

The major benefits of forming a Singapore offshore company are:

1. Simple offshore company formation process: Once all the company incorporation documents are ready, an offshore company can be setup within 24 hours. There is no bureaucracy or red-tape involved in setting up a Singapore offshore company and physical presence at time of Singapore offshore company registration is not required. Moreover, Singapore allows a foreign resident to own 100% of the Singapore company's shares.
2. Low tax regime: International businesses can achieve significant tax benefits by setting up an offshore company in Singapore. Given that Singapore follows a territorial system of taxation, only Singapore sourced income and that portion of foreign sourced income that is remitted to Singapore is subject to tax. Overseas income that is earned and retained outside Singapore is free from Singapore taxation. Moreover, Singapore's corporate income tax rate of of <9% for profits up-to S$300,000 and 17% for profits above S$300,000 is one of the lowest in the region. There is no capital gains tax or dividend tax in Singapore. For details refer to Singapore Company Taxation.
3. Excellent legal and political framework: Singapore is one of the most politically stable countries in the Asia-Pacific region, with an efficient legal system in place. As long as your business operations are legal, it is easy to operate an offshore company in Singapore as there is no unwarranted interference from the authorities.
4. Non-recognition as a tax haven: Unlike the negativity and suspicion that is attached to offshore companies that are setup in jurisdictions that are tax havens, Singapore offshore companies are viewed as credible legal structures that are setup in a low tax jurisdiction.

Yes. Singapore believes in an open and liberal foreign ownership policy. Foreigners can set up an offshore company in Singapore and retain 100% foreign shareholding of their company. Additionally, no special approval is required for a foreigner who wishes to setup a Singapore offshore company.

Yes. The minimum requirements for registering a Singapore offshore company are as follows:

• 1 Singapore resident director (Singapore citizen, Singapore PR or foreigner with a valid work pass) and any number of additional local or foreign directors.
• 1 shareholder (local or foreign; individual or corporate).
• 1 local resident and qualified company secretary who is a natural person (sole director/shareholder cannot act as the company secretary).
• S$1 paid up capital.
• A local registered physical address for the Singapore offshore company.

Yes. It is legally mandated that foreigners must appoint a professional services firm to incorporate a Singapore offshore company. The service provider can register the offshore company in Singapore without requiring you to personally visit Singapore.

The procedure for incorporating an offshore company in Singapore entails the following steps:

• Step 1: You will first have to appoint a professional services firm to incorporate the Singapore offshore company on your behalf.
• Step 2: You will have to provide the proposed company name and other details of the Singapore offshore company to the firm. In addition the following documents will be required:
  • Duly completed and signed Incorporation form;
  • Copy of identification documents and residential address proof of each shareholder and director;
  • Details of the company for corporate shareholders.
• Step 3: Upon receipt of the necessary documents / information from you, the firm will proceed to
  • Reserve the company name with Company Registrar; and
  • Prepare the necessary incorporation documents.
• Step 4: The firm will send you the final documents in order to obtain your signatures.
• Step 5: Once the firm receives the signed documents from you, it will file the same with the Company Registrar and incorporate the Singapore Offshore company.
• Step 6: Upon successful registration of the offshore company in Singapore, the firm will post you the incorporation kit with items such as company seal, rubber stamp, share certificates, company profile, certificate of incorporation, etc.

Ideally, this would depend on how long you take to sign the incorporation documents and deliver them to the professional services firm that your have hired to incorporate the Singapore offshore company on your behalf. It normally takes a few hours to secure approval for the proposed company name. The processing of the Singapore offshore company application by the authorities also takes only a couple of hours. All in all, once you have signed and submitted the necessary documents / information to your professional services firm, it will take 1-2 days to incorporate the company, provided there are no objections raised by the authorities.

Singapore follows a territorial system of taxation. In other words tax is levied on:

1. Income that arises in or is derived from Singapore; and
2. Foreign sourced income that is remitted into Singapore.

Income that is earned overseas and retained on foreign shores is not subject to tax in Singapore.

Important Note: Foreign sourced income that is remitted into Singapore will be exempt from tax provided the income has been subject to tax in a foreign jurisdiction whose headline tax rate is at least 15%.

Yes. A Singapore offshore company is subject to certain Singapore Compliance Requirements for Corporations.

Briefly, the requirements include:

• Appointing an auditor (unless exempt from this requirement);
• Auditing financial accounts (unless exempt from this requirement);
• Maintaining accounting records for at least 5 years;
• Notifying the Company Registrar of any changes to the Singapore offshore company or its officers;
• Disclosing the Singapore company registration number on all documents;
• Preparing annual financial statements;
• Holding Annual General Meetings;
• Filing annual returns with the Company Registrar; and
• Filing tax returns with the tax department.

• A Singapore shelf company is a pre-incorporated company that is kept on the shelf for immediate purchase. Such companies are dormant in nature i.e. inactive and yet to commence trading activities.
• A Singapore shelf company is a pre-incorporated Singapore LLC.
• A Singapore shelf company is incorporated with one local resident director, one shareholder, and a local resident qualified company secretary.
• A shelf company in Singapore is incorporated with a paid-up capital of S$1.00.
• The Singapore shelf company will have a local registered address.

When you purchase a Singapore shelf company, the shares will be transferred to your name. You will also receive a Certificate of Incorporation, share certificates, Memorandum and Articles of Association, etc. You are free to either use the services of a nominee director or appoint your own director. You can proceed to appoint a company secretary or hire this service from a professional services firm. You can change the registered address of the company or ask a professional services firm to provide you with this service. You are free to retain the name of the shelf company or change it if you so desire.

No. There is no risk involved in purchasing an off-the-shelf company in Singapore. These companies are not engaged in business activities and have no assets or liabilities.

Yes. Once you acquire a shelf company you can immediately proceed to open a corporate bank account without any difficulty.

Well, it depends on your business requirements. It usually takes very little time to incorporate a Singapore offshore company and most people prefer this route. If you are in Singapore, the Singapore offshore company can be registered in a day's time (provided there are no objections by the authorities regarding the name of the company). If you are overseas it may take up to 3-4 days,  taking into account the time required to deliver the documents to you and vice versa. Clients opt for a Singapore shelf company if they cannot afford to wait until the Singapore offshore company is registered or if they need to communicate to stakeholders that they have been in business for a while.

No. You are not required to relocate to Singapore for registering a Singapore offshore company or for purchasing a Singapore shelf company. The service provider you hire will incorporate the Singapore offshore company on your behalf and deliver the documents to you overseas. Similarly, they can coordinate the transfer of the shelf company without you having to personally visit Singapore. You are also not required to be in Singapore for operating your Singapore corporation. You can visit Singapore on a visitor visa on as-needed basis to attend to business matters.