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Most standard incorporations are approved by ACRA within 1–3 business days. We typically submit within 24 hours of receiving complete documents. Some activities (financial services, healthcare) require referral to a sector regulator and may take longer. Full timeline guide →
Yes. Singapore allows 100% foreign ownership of a private limited company (Pte Ltd). There is no requirement for a local Singaporean shareholder or partner. However, at least one director must be ordinarily resident in Singapore - which a nominee director satisfies. Full guide for foreigners →
No. The entire process is done remotely. You provide certified copies of your passport and proof of address; Karman handles all ACRA filings on your behalf via BizFile+. Most clients never visit Singapore during the incorporation process.
You need: a proposed company name, at least one shareholder (individual or corporate), at least one director ordinarily resident in Singapore, a registered office address in Singapore, and a company secretary appointed within 6 months. Minimum paid-up capital is just S$1.
A Pte Ltd offers limited liability - shareholders are not personally liable for company debts. A sole proprietorship is simpler but offers no liability protection. An LLP offers some protection for partners not involved in a negligent act, but is less common for general business. For most founders, a Pte Ltd is the right choice. Full comparison →
The ACRA government fee is S$315. Karman's incorporation service includes all government fees, the company constitution, and post-incorporation documents. For foreign founders needing a nominee director, we offer all-in packages. Get a personalised quote →
A corporate secretary ensures the company complies with the Companies Act - filing the Annual Return, maintaining statutory registers, facilitating AGMs, and lodging director or shareholder changes with ACRA. Every Singapore company must appoint one within 6 months of incorporation. Full guide →
The Annual Return must be filed with ACRA within 7 months of the financial year-end for companies not required to hold an AGM. Late filing incurs a penalty of S$300 (if within 3 months late) or S$600 (more than 3 months late). Directors can be personally prosecuted for persistent non-filing.
ACRA charges late filing fees (S$300–S$600 for Annual Returns) and can issue court summons for persistent non-compliance. IRAS imposes a 5% surcharge on late tax payments, increasing by 1%/month if unpaid after 60 days. Full penalties guide →
Yes. We regularly onboard companies switching from another provider. We review your current records, identify gaps, and get you fully current with ACRA. There is no disruption to your company's compliance status during the transition. No setup fee for switching.
Singapore's headline corporate tax rate is 17%. New companies benefit from startup exemptions: 75% exemption on the first S$100,000 of chargeable income and 50% on the next S$100,000 for the first three years. The effective rate for many small businesses is well below 10%. Full tax guide →
ECI (Estimated Chargeable Income) is an estimate of your company's taxable income for the financial year. It must be filed with IRAS within 3 months of your financial year-end. Companies with annual revenue below S$5 million and ECI of nil are exempt from ECI filing.
Small companies are exempt from audit if they meet at least 2 of 3 criteria: annual revenue below S$10 million, total assets below S$10 million, fewer than 50 employees. Most startups and SMEs qualify for the audit exemption and only need unaudited financial statements prepared by an accountant.
Key annual deadlines (for a 31 December FYE): ECI - 31 March; Annual Return - 31 July; Form C-S / Form C - 30 November. GST returns are quarterly (due 1 month after each quarter-end). CPF contributions are due by the 14th of the following month. Full compliance calendar →
GST registration is compulsory when your taxable turnover exceeds S$1 million in the past 12 months, or when you can reasonably expect to exceed S$1 million in the next 12 months. You have 30 days from the date you breach the threshold to register. Full GST guide →
Voluntary registration can be advantageous if you have significant GST input on your purchases (e.g., you buy equipment or services from GST-registered suppliers). You can claim back that input tax. However, you must charge GST on your sales - which can complicate pricing if your customers are not GST-registered. Karman can advise on your specific situation.
The GST rate is currently 9% (increased from 8% on 1 January 2024). Singapore GST applies to most goods and services sold in Singapore. Exports and international services are zero-rated.
Traditional banks (DBS, OCBC, UOB) require at least one director to attend an in-person interview at a Singapore branch. Neobanks - Airwallex, Aspire, Wise Business - offer fully remote account opening with video or document-only KYC. Most foreign founders open a neobank account immediately after incorporation and add a traditional bank account once a director can visit Singapore. Full banking guide →
Core requirements: ACRA Business Profile (from BizFile+, dated within 3 months), Certificate of Incorporation, company Constitution, board resolution authorising the account, and KYC documents for all directors and UBOs (passport + proof of address within 3 months). Banks also require a business description, expected transaction volumes, and ideally a company website. See full document checklist →
For remote opening: Airwallex (multi-currency, API, popular with tech companies) or Aspire (startup-focused, accounting integrations). For in-person: OCBC is the most accessible for new foreign-owned companies; DBS for established businesses needing a full digital banking platform; UOB for ASEAN regional operations. Karman makes introductions to banking partners as part of our incorporation service.
A VCC is a corporate fund structure introduced by Singapore in 2020, designed specifically for investment funds. Unlike a Pte Ltd, a VCC can issue and redeem shares at net asset value, segregate assets across sub-funds (umbrella structure), and keep its shareholder register private. It is used for hedge funds, private equity, real estate funds, and family office investment vehicles. Full VCC guide →
13O and 13U are MAS-administered schemes that exempt qualifying fund income from Singapore income tax. 13O requires AUM of at least S$20 million; 13U requires at least S$50 million and offers broader income coverage. Both require the fund manager to spend a minimum amount annually in Singapore. 2025 changes explained →
The fund manager (not the VCC itself) must hold or be exempt from holding a MAS licence. Fund managers with AUM below S$250 million and fewer than 30 qualified investors may qualify for the Registered Fund Management Company (RFMC) exemption. Those above the threshold need a Capital Markets Services (CMS) licence. The VCC structure itself is incorporated with ACRA and does not require a separate MAS licence. VCC incorporation guide →
A standalone VCC is a single fund with one pool of assets. An umbrella VCC can house multiple sub-funds under one corporate structure - each sub-fund has its own assets, liabilities, and investor base, but shares the compliance, secretarial, and administration costs of the umbrella. Umbrella VCCs are more cost-efficient for managers running multiple strategies. Full comparison →
There are two routes. Striking off (via ACRA BizFile+) is the most common - S$33 fee, takes 4–6 months including a 60-day Gazette objection period. The company must have no outstanding debts, no pending proceedings, and obtain IRAS tax clearance first. If the company has assets to distribute, a members' voluntary winding up is required, involving a licensed liquidator (typically S$3,000–S$8,000). Full step-by-step guide →
An abandoned company continues to accrue compliance obligations indefinitely - annual return fees, corporate secretary fees, and potential ACRA penalties. Directors remain personally liable for outstanding obligations. ACRA can strike off the company for persistent non-filing, but this can affect directors' ability to incorporate other companies in future. Always formally close a company you no longer need.
Keeping a company dormant still requires annual filings, a registered address, and a corporate secretary - typically S$500–S$1,200/year. If there's no realistic plan to reactivate within 1–2 years, closing and reincorporating if needed is usually the better financial decision. A new Singapore Pte Ltd can be incorporated in 1–2 business days. See the full dormant vs close analysis →
You need a nominee director if you are not ordinarily resident in Singapore (i.e., you do not hold Singapore citizenship, PR, EP, or EntrePass) and there is no other resident director in your company. A nominee director satisfies ACRA's requirement without giving up any ownership or operational control. Full guide →
A proper nominee director arrangement includes: a Nominee Director Agreement (confirming the nominee acts only in a compliance capacity with no operational authority), a Deed of Indemnity (protecting the nominee from liability for owner decisions), and an undated resignation letter held in escrow. Karman provides all three documents.
Karman's nominee director service costs S$2,500/year. This includes the Nominee Director Agreement, Deed of Indemnity, and ACRA director appointment filing. You can remove the nominee director at any time by appointing yourself as a resident director (e.g., once you obtain an Employment Pass).
Yes - at any time, with 30 days notice. The most common reason is that the beneficial owner obtains a Singapore Employment Pass and can act as the resident director themselves. Karman handles the ACRA director change filing. The nominee director change is included in the Professional and higher secretarial plans.