Corporate & Compliance Services

When you are intending to set-up a company in Singapore, ACHI will guide you through till the de-registration along with the requirements of Human Resources, Compliance, Annual Reports, GST, Taxation, etc.

We offer custom services based on the needs of businesses ranging from small to mid-sized different types of firms and entities.

For Secretarial services: Click the individual type to learn more about the pricing and processing for incorporation: A wide range of incorporation services of a Singapore Private Limited Company is available to the following category of clients:

• • Singapore Resident with Individual Shareholding

• • Singapore Resident with Corporate Shareholding

• • Foreign Resident with Nominee Director   

• Foreign Resident with Entrepreneur Pass

Click here to learn more about Singapore Private Limited Company by Shares.

For Bookkeeping / Accounting / GST / Taxation Services:

• • Click here to learn more about Bookkeeping and Accounting Services.

Click here to learn more about Corporate Income Tax, GST, Withholding Tax and Personal Income Tax Services.

Yes, Achibiz offers business consultation services.

Advantages / Pros of a Limited Liability Partnership (LLP) in Singapore:

• • Lower registration cost and easy to set up

• • Reduced compliance obligations – general meetings, directors, company secretary, etc., are not required

• • Only an annual declaration of solvency or insolvency is required

• • LLPs are considered as a separate legal entity from their owners, which means that owners are not responsible for any debts or losses the business incurs

• • Easier than Partnerships and Sole Proprietorships to secure funding for the start-up years of the business

• Succession of LLPs are perpetual, until they are struck off or wound up

Disadvantages / Cons of a Limited Liability Partnership (LLP) in Singapore:

• • Profits are taxed are based on the owner’s income level – this means that as the owner’s income level increases, taxes increase as well due to Singapore’s progressive tax system

• Not eligible for Government funded micro loans

Advantages / Pros of Limited Partnership (LP) in Singapore:

• • Tax benefits: As with a general partnership, the profits and losses in a limited partnership flow through the business to the partners, all of whom are taxed on their personal income tax returns. The difference is that the limited partners in the relationship get to share in the profits and losses, but they do not have to participate in the business itself.

• • Liability limits: A limited partner’s liability for the partnership’s debt is limited to the amount of money or property that individual partner contributed to the partnership. This is not true of the general partnership, where any money or property contributed becomes an asset of all the partners.

• • The general partners take charge: In a limited partnership, the general partners deal with the daily operations and responsibilities and don’t need to consult the limited partners for most business decisions.

• • No turnover issues: Limited partners can be replaced or leave without dissolving the limited partnership.

• • Less paperwork: Creating a limited partnership, like a general partnership, requires less paperwork than forming a corporation. However, it’s important to create and file a partnership agreement in the county where your company does business.

• Investment opportunities: A limited partnership is a great way to offer investors the opportunity to benefit from the profits and losses of your business without getting them actually involved in the business.

Disadvantages / Cons of Limited Partnership (LP) in Singapore:

• • Risks to the general partners: In a limited partnership, the general partners must carry the burden of all the business’s debts and obligations. If the company is sued or enters into bankruptcy, all debts and liabilities are the responsibility of the general partners. Also, each general partner has the ability to make decisions on behalf of the company, and those decisions become the responsibility of all the general partners.

• Compliance challenges: A general partnership does require less paperwork than a corporation, but because in essence you have investors (the limited partners), you must still hold annual meetings and create a detailed partnership agreement.

Pros / Advantages of Partnership (General) in Singapore.

• • Partnerships face fewer statutory controls than companies.

• • There is no requirement to audit or publish accounts or to register the Partnership Agreement. No returns are required to be made by partnerships, except for income tax.

• • The internal structure of partnerships is very flexible. Most of the rules for the structure of partnerships can be overridden if the partners agree otherwise.

• • Partnerships can be simple and cheap to set up. There is no requirement to have any written documentation, although a Partnership Agreement is advisable (see above).

• Partners owe a duty of good faith to each other. Partners must also account to the partnership for any secret profits that they make from the partnership without the consent of the other partners, including any profits gained from any competing business.

Cons / Disadvantages of a Partnership (General) in Singapore.

• • Partners face unlimited liability for all the debts of the partnership. This means that the personal assets of each partner are at risk.

• • Partners are jointly liable for partnership debts. This means that if one partner fails to pay his share of the partnership debt, the other partners must make up the shortfall.

• • Any individual partner can be sued for all the debts of the partnership.

• • The partnership does not have its own separate legal identity from the partners. Therefore, unless otherwise agreed, the partnership will come to an end each time a partner leaves.

• The avenues available for access to further capital for expansion are restricted by the amount of security that can be given personally by the individual partners.

Singapore Public Company Limited By Guarantee

Introduction

A public company limited by guarantee is most often formed by non-profit organisations such as sports clubs, workers’ co-operatives and membership organisations, whose owners wish to have the benefit of limited financial liability.

A public company limited by guarantee does not have any shares or shareholders (like the more common limited by shares structure) but is owned by guarantors who agree to pay a pre-defined amount of money towards company debts.

Generally, the guarantors will have no profits distribution as they will instead be re-invested to help promote the non-profit objectives of the public company limited by guarantee. If any profits are distributed to the owners, then the company will forfeit its right to apply for a charitable status.

Features

• • A public company limited by guarantee is a distinct legal entity from its owners, and is responsible for its own debts.

• • A public company limited by guarantee enjoys the same rights that a private limited company may have in accordance with the Companies Act, Cap 50.

• • It does not have a share capital.

• • It has members who will undertake to contribute a minimum amount of S$1.00 to the liabilities of the Company in the event the Company is wound up.

• • The personal finances of the company’s guarantors are protected. They will only be responsible for paying company debts up to the amount of their guarantees.

• The status of ‘Limited’ will help to build the trust and confidence amongst clients and investors. This type of professional credibility is valuable and can help a company achieve its objectives more effectively.

Requirements:

• At least 1 director who is ordinarily resident in Singapore
• • At least 1 member

• • Qualified Company Secretary

• • Constitution (formerly known as Memorandum & Articles of Association) setting out the objects and by-laws.

• • Submission of audited financial statements annually is mandatory unless it is dormant.

• • To hold Annual General Meetings (AGM).

• To file Annual Returns with the Accounting and Corporate Regulatory Authority of Singapore (ACRA).

Advantages / Pros:

• • Exempt from corporate income tax if surplus funds are from members’ contributions.

• Can apply to be registered as a charitable organisation or institute of public character in Singapore.

Disadvantages / Cons:

• • Subject to more annual disclosure obligations.

• • Requirements of reporting in accordance with law.

• • Professional assistance is required for setting up / incorporation.

• Professional service provider’s assistance is required for regular or ongoing statutory compliance.

Introduction

A public company limited by shares can have more than 50 shareholders. The company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with the Monetary Authority of Singapore before making any public offer of shares and debentures.

It is having its own pros and cons as features.

Pros or Advantages

• • It can raise capital by offering shares or debentures to the public.

• Can be listed on Singapore Stock Exchange (SGX)

Cons or Disadvantages

• • There is a lack of confidentiality because public companies have to disclose financial information to the public

• • Stringent regulation, such as Company Secretary’s qualifications and director’s age

• Listed Public companies also have to file reports with Singapore Stock Exchange regularly and comply with statutory requirements and exchange guidelines

Advantages / Pros of Sole Proprietorship:

• • It is an easy procedure to register a sole-proprietorship.

• • It is easy and quick to start trading as a sole trader as there are no formalities to comply with other than notifying the Tax Authorities.

• • The business itself is flexible. Any decisions and changes can be made easily as there is only one person to make the relevant choices.

• • All the profits generated by the business will belong to the sole-trader.

• • Sole-traders own their business and so are able to sell or transfer the business assets & liabilities as they wish.

• • One of the advantages of this form of business is that there are fewer formalities in terms of its formation and registration.

• • Pay income tax for your trade income at individual income tax rate.

• • CPF contribution is not mandatory.

• Due to flexible structure it’s easy to convert into Partnership just by adding another person as a Partner.

Disadvantages / Cons of Sole Proprietorship:

• • A sole-trader has unlimited liability. This means that if the business should collapse, the sole-trader could loose not only the cash and other assets invested in the business but all his/her personal assets as well excluding HDB flat, to meet the debts of the business.

• • As there is only one person with overall responsibility for the success of the business this may increase the pressure on that individual.

• • A sole-proprietorship is a business firm owned by one person or one locally incorporated company. There are no partners. The sole-proprietor has absolute say in the running of the business firm. Management rests on that one person and his liability is unlimited.

• • There is no requirement for a sole-trader to maintain accounts for auditing purposes however the records shall be kept for five years. For tax purposes, a balance sheet or statement of affairs as at the end of the year and a detailed profit and loss account must be submitted to the tax authorities.

• • If such a business fails or is declared bankrupt, the creditors can sue the proprietor for all debts incurred. A legal claim can be made against the personal assets of the proprietor.

• • In addition to personal income tax the owner is mandatorily required to top-up his/her Medisave Account for the net trade income after tax assessment

• Sole Proprietor could not transfer the ownership of Firm however the assets & liabilities of the Firm could be easily transferred to another person.

The advantages / pros and disadvantages / cons of Different Types of Business Entities / Firms / Organisations / Structures in Singapore:

The advantages / pros of Different Types of Business Entities / Firms / Organisations / Structures in Singapore:

Advantages / Pros of a Limited Liability Partnership (LLP) in Singapore:

• • Lower registration cost and easy to set up

• • Reduced compliance obligations – general meetings, directors, company secretary, etc., are not required

• • Only an annual declaration of solvency or insolvency is required

• • LLPs are considered as a separate legal entity from their owners, which means that owners are not responsible for any debts or losses the business incurs

• • Easier than Partnerships and Sole Proprietorships to secure funding for the start-up years of the business

• Succession of LLPs are perpetual, until they are struck off or wound up

Advantages / Pros of Limited Partnership (LP) in Singapore:

• • Tax benefits: As with a general partnership, the profits and losses in a limited partnership flow through the business to the partners, all of whom are taxed on their personal income tax returns. The difference is that the limited partners in the relationship get to share in the profits and losses, but they do not have to participate in the business itself.

• • Liability limits: A limited partner’s liability for the partnership’s debt is limited to the amount of money or property that individual partner contributed to the partnership. This is not true of the general partnership, where any money or property contributed becomes an asset of all the partners.

• • The general partners take charge: In a limited partnership, the general partners deal with the daily operations and responsibilities and don’t need to consult the limited partners for most business decisions.

• • No turnover issues: Limited partners can be replaced or leave without dissolving the limited partnership.

• • Less paperwork: Creating a limited partnership, like a general partnership, requires less paperwork than forming a corporation. However, it’s important to create and file a partnership agreement in the county where your company does business.

• Investment opportunities: A limited partnership is a great way to offer investors the opportunity to benefit from the profits and losses of your business without getting them actually involved in the business.

Advantages / Pros of a Partnership (General):

• • Partnerships face fewer statutory controls than companies.

• • There is no requirement to audit or publish accounts or to register the Partnership Agreement. No returns are required to be made by partnerships, except for income tax.

• • The internal structure of partnerships is very flexible. Most of the rules for the structure of partnerships can be overridden if the partners agree otherwise.

• • Partnerships can be simple and cheap to set up. There is no requirement to have any written documentation, although a Partnership Agreement is advisable (see above).

• Partners owe a duty of good faith to each other. Partners must also account to the partnership for any secret profits that they make from the partnership without the consent of the other partners, including any profits gained from any competing business.

Advantages / Pros of Pte Ltd (Private Limited Company):

• • Separate legal entity from members and directors, which means that members and directors are not personally liable for the losses and debts incurred

• • Easier to obtain funding during start-up years and also eligible for government funded micro loans offered by local banks

• • Succession of Company is perpetual, until they are struck off or wound up

AGMs are not mandatory for all private companies in Singapore.

Under the Accounting and Corporate Regulatory Authority (ACRA), a private company can be exempt from holding an Annual General Meeting (AGM) if it sends its financial statements to shareholders within 5 months after the financial year end (FYE).

For companies that are not required to prepare financial statements (e.g. dormant companies), AGM exemption applies if members pass a resolution to dispense with AGMs.

However, an AGM is still required if:

• Shareholders request for an AGM to be held
• The company chooses not to send financial statements within the required timeline

Even if exempted from AGM, the company must still file its Annual Return with ACRA within the prescribed deadlines.

Amendment of company constitution: Company can alter its adopted constitution by passing a special resolution in an Extraordinary General Meeting (EGM).

This special resolution requires more than 75% support from members, with members getting at least 14 days or 21 days’ notice of the EGM in advance for private and public companies respectively.

Directors may be personally liable if they:

• • authorised or permitted the wrongdoing,

• • failed to exercise due diligence,

• • breached fiduciary duties,

• • acted recklessly or fraudulently,

• • failed to comply with statutory duties (ACRA, IRAS, MOM, CPF, etc.),

• engaged in wrongful or reckless trading.

Singapore law holds directors personally accountable for many offences.

Only when the company does not have another resident director.

No.

A shareholder’s liability is limited to the amount unpaid on their shares (if any).

They are not personally liable for corporate debts.

No. Shareholders are generally not personally liable for wrongdoing committed by the company, as a company is a separate legal entity.

Their liability is usually limited to the amount unpaid on their shares.

However, shareholders may be held personally liable in certain situations, such as:

• If they are directly involved in the wrongdoing
• If there is fraud or wrongful conduct
• If the court “lifts the corporate veil” due to misuse of the company structure

In normal circumstances, shareholders enjoy limited liability protection.

Under the Companies Act, the disclosure requirements of directors, are now extended to CEOs of all companies, and these include:

• • Conflicts of interests in transactions or proposed transactions with the company, or by virtue of holding any office or property; and

• Shareholdings, debentures, rights and options in the company. However, for CEOs of non-listed companies, the disclosures on shareholdings exclude the securities of related corporations; and the participatory interests made available by the non-listed company or its related corporations.

The disclosures would need to be made by the CEO to the company, and the information disclosed would appear in the company register.

This would align the disclosure requirements under the Securities and Futures Act for CEOs of listed companies.

Yes. Cost varies depending on:

• • Route taken (solvency or court-approved)

• • Complexity

• • Amount of capital involved

• Number of shareholders

ACRA also charges statutory filing fees.

ACHIBIZ provides clear, upfront pricing for drafting, resolutions, filings, and compliance work.

Engaging a Corporate Service Provider (CSP) in Singapore offers practical advantages, especially for foreign entrepreneurs and growing businesses.

A CSP ensures your company stays compliant with regulations set by the Accounting and Corporate Regulatory Authority (ACRA) and other authorities, reducing the risk of penalties for late filings or non-compliance.

It saves time and resources by handling company incorporation, corporate secretarial work, bookkeeping, tax filings, and regulatory submissions, allowing you to focus on running and growing your business instead of administrative tasks.

CSPs also provide access to experienced professionals who understand local laws, compliance requirements, and business practices, helping you avoid costly mistakes and delays.

For foreign owners, a CSP can assist with essential requirements such as appointing a local director, providing a registered address, and coordinating work pass applications with the Ministry of Manpower (MOM).

Overall, engaging a CSP offers convenience, compliance assurance, and operational efficiency, making it easier to start and manage a business in Singapore.

Brief of Business Firms & Entities in Singapore

Get a complete overview of different types of Singapore business firms and entities, along with their respective benefits and features. According to their nature of structure, all of these firms and entities have to comply with annual regulations and applicable various tax rates.

The most common type of Business Firms and Corporate Entities in Singapore are:

• • Sole Proprietorship

• • Partnership (General)

• • Private Limited Company

• Public Limited Company

Click here to view the comparison of Singapore Entities.

You are not required to know anybody to start a business but everything about business. To comply with Law, we will provide the local resident director also known as Nominee Director together with you as a foreign director to format the company.

• • Foreigners or foreign corporate entities can hold 100% shareholding in the company. However, certain nature of businesses are required to be with local shareholding in order to be eligible for some grants, etc.

• • Only one share with the value of S$1 for a Pte Ltd Co by sole (one) shareholder is allowed in Singapore.

• Foreign entrepreneurs can establish a Private Limited Company, but only with a Singapore Citizen or Singapore Permanent Resident as a local director.

We will be the Guide to you to kick start your corporate vehicle in Singapore from registration till deregistration along with all other requires services under one roof.

Click here to learn more about Comparison of Entities in Singapore.

Please refer to our GUIDES and SERVICES for more detailed information.