Setting up an entity in Singapore

Introduction

If you’re a web3 founder looking to establish a presence in Singapore, setting up a business entity is your first essential step. Singapore is renowned for its favourable and clear regulatory environment, making it an ideal location for both individuals and companies. Having an entity set-up will also be useful for getting yourself a work visa as a founder. See Get a work visa to Singapore for more.

Setting up an Exempt Private Company (Pte Ltd)

This is the most common structure for foreign businesses and startups, and is also the structure that we suggest you consider.

• You will require at least one resident director (Singapore citizen, permanent resident, EP/Entre pass holder) and a corporate secretary.

• These services can be obtained from most corporate secretarial services providers.

• This will cost approximately USD 3,000.

Keeping your entity active and compliant

This is all information your accountant/accounting firm will be able to step you through; we're providing a quick overview here of what you need to do to keep your entity active and compliant, but if any of this doesn't make sense immediately, don't worry.

Annual General Meetings

Unless exempted, your entity will be required to hold an annual general meeting (AGM) within six months after your financial year end. You will also be required to file an Annual Return within seven months after your financial year ends. In Singapore, Annual Returns includes financial statement reporting.

Furthermore, there is no need to audit your financial statements if your company meets any two of the three following conditions:

• (i) total annual revenue ≤ SGD$10m,

• (ii) total assets ≤ SGD$10m,

• and (iii) no. of employees ≤ 50.

Required tax filings

Goods and Services Tax (GST)

This is Singapore's version of a Value-Added Tax (VAT). It is a broad-based consumption tax, which currently stands at 9%, and is levied on the import of goods and nearly all supplies of goods and services in Singapore.

Companies with annual taxable turnover exceeding S$1 million must register for GST. However you may apply for exemption of registration as long as your proportion of zero-rated supplies (i.e.where your supply of services is marked at 0% GST) in your revenue exceeds 90%. Relevant instances of zero-rated supplies include consultancy services to overseas persons.

Corporate Income Tax

Unless exempted, there are two filings that are required: (i) Estimated Chargeable Income (ECI) and (ii) Actual Taxable Income. ECI has to be filled within 3 months after your financial year end. If your company does not make revenues of more than SGD 5 million, you are exempted from filing ECI.

Companies will then need to file their actual taxable income (via variations of Form Cs) by 30th November every year (except the first year of incorporation). Corporate income tax is at at flat rate of 17%, and you should check with your accountant on any further applicable tax rebates.