Incorporation

Set up a Company in Singapore? ERI provides one-stop Corporate Secretarial Service.
No matter you are a Singapore resident or a foreigner,
we can assist you to complete the Singapore company incorporation.

The following information are required for company incorporation:

Corporate Secretary Service

  • Change of Company Particulars

    It is the company’s responsibility to update the Registrar of the changes in its registered particu.......

    Change of Company Particulars

    It is the company's responsibility to update the Registrar of the changes in its registered particulars. The following are the changes which are commonly filed via ACRA:

    Type of Change

    Action to be Taken

    BizFile+ Transaction

    Information Required

    Change Of Company Name

    Submit an application for approval of your proposed company name.

    Change in Company articulars (Application for Change in Company Name)

    Proposed company name

    Change Of registered Office Address Or Office Hours

    Please notify ACRA within 14 days from the date of change.

    Change of Company Particulars (Change in Registered Office Address and Office Hours)

    New registered office address/office hours

    Appointment or essation of Company

    Officers or Auditors

    Please notify ACRA within 14 days from the date of change.

    Change in Company articulars (Appointment or Cessation of Company Officers or Auditors)

    Particulars of auditors

    ·Name

    ·Identification umber

    ·Nationality

    ·Residential address

    ·Alternate address (if any)

    ·Contact number/email address

    ·Position held

    ·Appointment date

    ·Cessation date   

    Local Company hange of Particulars of Company Officers or Auditors

    Please notify ACRA within 14 days from the date of change.

    Change in Particulars Of Company Officers or Auditors

    Particulars of directors/shareholders /CEOs/auditors

    ·Name

    ·Identification number

    ·Nationality

    ·Residential address

    ·Alternate address (if any)

    ·Contact number/email address

    ·Position held   


    Note: Failure to comply with any of the above requirement is an offence under section 173H(1) of the Act and every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.

  • Annual Return

    All locally-incorporated companies are required to hold their Annual General Meeting (AGM) and file th.......

    Annual Return

    All locally-incorporated companies are required to hold their Annual General Meeting (AGM) and file their Annual Returns under S175,S197 and S201 of the Companies Act. At the AGM,directors shall present a true and fair view of the company's accounts to their shareholders.


    It is the responsibility of the directors to appoint individuals with the required level of expertise for preparation of such accounts.The appointed officer of the company e.g. director or company secretary shall file the Annual Returns online via BizFile+.Alternatively, the company can engage the services of a registered filing agent to file the Annual Return on behalf of the company. As the appointed company secretary,we will ensure that your company is to comply with the following statutory requirement:


    Requirements for companies to hold AGM and file Annual Return


    Requirements

    Companies Act

    Annual General Meeting (AGM)

    1.A company is required to hold its first AGM within 18 months after its incorporation.

    2.Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months. 

    Section 175

    Filing Annual Return

    The Annual Return must be filed with the Registrar within one month after the AGM.

    Section 197

    Audited /Unaudited Accounts

    For a public company listed or quoted on a securities exchange in Singapore:

    Accounts presented at the AGM shall be made up to a date not more than 4 months before the AGM.

    In the case of any other company:

    Accounts presented at the AGM shall be made up to a date not more than 6 months before the AGM

    Section 201


    Requirements for companies to file accounts with ARs

    Please refer to the table below to determine if a company needs to file accounts with their Annual Return submission.

    The following table applies in respect of a financial year commencing before 1 Jul 2015.

    Filing Requirements

    Definition

    Solvent(The company is able to meet its debts when they fall due)

    Insolvent(The company is not able to meet its debts when they fall due)

    Small EPC

    EPC with annual revenue up to S$5 million or less for financial years with effect from 1 June 2004 (S$2.5 million or less for financial years between 15 May 2003 and before 1 June 2004)

    • need not audit accounts

    • need not attach accounts; to complete an online declaration of solvency instead

     

    • need not audit accounts

    • must file accounts

    Normal EPC

    EPC with annual revenue more than S$5 million for financial years with effect from 1 June 2004 (or more than S$2.5 million for financial years with effect from 15 May 2003 but before 1 June 2004)

    • must audit ccounts

    • need not attach accounts; to complete an online declaration of solvency instead

    • must audit ccounts

    • must file accounts

     

    Dormant EPC

    EPC that do not ave any accounting transactions* (no business activities) for the financial year concerned or have not commenced business since incorporation.

    * Please refer to sections 205B(3) and 199(1) of the Companies Act for more information.

     

    • need not audit ccounts

    • need not attach accounts; to complete an online declaration of solvency instead

     

    • need not audit accounts

    • must file ccounts

     

    Private Company (Non EPC)

    A company limited by shares with at most 50 shareholders

    Active

    • must audit ccounts

    • must file accounts

    Dormant *

    • need not audit accounts

    must file accounts

    * Please refer to sections 205B(1), (3) and 199(1) of the Companies Act for more information.

     

    Same as for solvent. 

    Public Company

    • A company limited by shares where the number of shareholders can be more than 50

    • A company limited by guarantee

    • Listed company on SGX

    Active

    • must audit accounts

    • must file accounts

    Dormant *

    • need not audit accounts

    • must file accounts

    * Please refer to sections 205B(1), (3) and 199(1) of the Companies Act for more information. 

    Same as for olvent. 

    With effect from 3 March 2014, the revised XBRL filing requirements under the BizFinx system will apply where Singapore incorporated companies (unlimited or limited by shares) which are required to file their financial statements with ACRA, will be required to file a full set of financial statements in XBRL format, according to a minimum requirement list within the new ACRA Taxonomy 2013. Filing of Option B (Partial XBRL), a filing option under the previous XBRL system (FS Manager), will no longer be available.


    New Audit exemption applicable from financial years commencing on or after 1 Jul 2015


    To reduce the regulatory burden on small companies and move further towards a risk-based approach, a new small company concept will be introduced for exemption from statutory audit.


    The audit exemption with respect to financial statements for a financial year commencing on or after 1 July 2015.


    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 for the audit exemption.


    Please refer to the table below to find out if a company or a group is a small company or a small group:


    Criteria for Qualifying

    Disqualification

    Small Company

    • Private company

    • Meet at least 2 of 3 quantitative criteria for immediate past two financial years:

    • total annual revenue ≤ $10m

    • total assets ≤ $10m

    • no. of employees ≤ 50 

    “Small company” status will continue once obtained until disqualified i.e.:

    • ceases to be a private company at any time during the financial year;

    • or does not meet at least 2 of the 3 quantitative criteria for the immediate past two consecutive financial years. 

    Small Group

    • Meet at least 2 of 3 quantitative criteria for immediate past two financial years:

    • Consolidated group revenue ≤ $10m

    • Consolidated total assets ≤ $10m

    • Aggregate no. of employees ≤ 50 

    “Small group”status will continue once obtained until it does not meet at least 2 of the 3 quantitative criteria for the immediate past two consecutive financial years.

    Overview of audit exemptions

    Types of companies exempted from audit

    The following companies are exempted from audit:

    • EPC with revenue not more than S$5 million for a financial year starting before 1 Jul 2015; or 

    • EPC with revenue not more than S$2.5 million for a financial year starting on or after 15 May 2003 but before 1 Jul 2015; or

    • Companies that meet the“small company”criteria for a financial year starting on or after 1 Jul 2015;  

    • For a company which is part of a group:  

        • company must qualify as a small company; and.

        • entire group must be a “small group”.

    • Any company, including an EPC, that is dormant for the financial year starting on or after 15 May 2003.


    Can ACRA require the accounts to be audited?

    The Registrar may require the company to submit audited accounts and the auditor’s report, to the Authority, if:

    he believes that there has been a breach of section 199 (relating to accounting records and system of control) and section 201 (relating to the accounts) of the Companies Act; or

    it is otherwise in the public interest to do so.


    How to file

    Companies required to file accounts in their Annual Return


    Prepare accounts in either Full set of Financial Statements or Financial Statements Highlights in XBRL format and upload it via BizFinx portal followed by submission of Annual Return in BizFile.


    Please refer to Chapter 3 – “Revised XBRL Filing Requirements” under the “Guide to Filing Financial Statements" for more information.


    Companies not required to file their accounts in their Annual Return


    The appropriate on-line declaration will appear in the transaction if the correct company type has been selected.


    Please refer to the respective BizFile eGuide on filing of Annual Return (AR) based on the financial year end date (FYE):

    AR for FYE after 30 April 2007 - Full set of XBRL Financial Statements.

    AR for FYE after 30 April 2007 – Financial Statements Highlights.

    AR for FYE after 30 April 2007 – Exempt Private Company (Solvent).

    AR for FYE before 30 April 2007.


    What if a company fails to hold its AGM or file Annual Return?

    A penalty will be imposed for late lodgement as prescribed in the Companies Act, Cap 50.

    In addition, a summons may be issued against a company director for not holding the company’s Annual General Meeting and filing its Annual Return as stipulated under the law.

  • Registered Office Address

    Every company in Singapore must have a registered local address where all official correspondences a.......

    Registered Office Address

    Every company in Singapore must have a registered local address where all official correspondences are sent, even if it carries on its business from abroad (or just sells products online rather than from a physical location).This registered address must be a physical address (cannot be a PO Box) and must be open and accessible to the public during normal office hours. Use of residential address is allowed for certain types of businesses.

    Registered Office Address.jpg

    The registered office is the address to which government bodies–primarily ACRA and IRAS, but possibly also other agencies–may address official communications, notices and reminders relating to the company.


    It is assumed that any official notice sent to the company's registered office address has been received by the company. Because of this,the company's registered office address must be effective for delivering documents to the company and its directors.It's the company's responsibility to ensure they have access to documents received at this address.


    A company's registered office address is shown on the public register, available to everyone.This helps support corporate transparency,making it easy to see where a company is officially based.On the other hand,it does give an address to which some people may choose to send unsolicited marketing.Partly for that reason,many companies select a registered office address that's different to their usual business address.


    What must the company do with the registered office address?

    The primary requirement is that the registered office address must be readily available for post to be delivered to. Where necessary, someone will need to be available to sign for documents received at the registered office address. The person physically receiving the documents does not have to be an officer or employee of the company, but the company must receive official documents sent to the registered office – even if, for example, they are forwarded on by a third party mail delivery service.


    The address of the registered office may also appear on a company's:

    · Business letters, emails and other correspondence.

    · Other stationery.

    · Invoices and order forms.

    · Brochures and other marketing material.

    · Website(s).


    A company must also make certain documents–various statutory records and company registers–available to inspect at the registered office address. Although the likelihood is slim, a member of the public may request in writing to inspect these records, so documents like the company's register of directors will need to be available there.


    Because of these requirements, it's important to choose the right address for your company's registered office. To help meet them effectively, we can provide you with a Central Business District business address, where the location is premium and the transport is fast and convenient.


    At any time, a company can also choose to change the registered office address if another address becomes more suitable for the purpose.

  • Nominee Director

    The Singapore Companies Act requires all Singapore Private Limited companies to have at least one in.......

    Nominee Director

    The Singapore Companies Act requires all Singapore Private Limited companies to have at least one individual director who has to be an ordinary resident of Singapore i.e. being one of the following:

    · Singapore Citizen.

    · Singapore Permanent Resident.

    · Singapore Employment Pass/ EntrePass/Dependant Pass holder.


    The responsibilities of a Singapore company director are quite onerous hence we require you to:

    · Execute our nominee director indemnity letter.

    · In addition to our nominee director professional service fee of S$300.00 per month, we require a S$3000.00 refundable security deposit for the provision of this service.

    Singapore Nominee Director.jpg

    Remember: The security deposit should not be confused with our Service Fee they are separate.It's your money that is temporarily in our custody for the duration of us acting as your nominee director.

     
    We will refund the security deposit back to you immediately upon termination of our nominee director service by you providing us with the details of an alternate local director.We will do the necessary paperwork, lodge the change with authorities and promptly refund the security deposit to you. 


    FAQ - Singapore Nominee Director Service

    What are your terms for providing a nominee director service?


    Following responsibilities of a Singapore company director must be fulfill:

    · We would need to be satisfied with the credibility of company beneficiaries and may require additional information on a case-by-case basis.

    · Execute our nominee director indemnity letter. 

    · In addition to our nominee director professional service fee of S$300.00 per month, we require a S$3000.00 refundable security deposit for the provision of this service.

    If any illegal actions are performed by the client,we reserve the right to cancel the fiduciary relationships and cease all administrative work.


    Is a resident director required for registration of a Singapore company?

    The Singapore Companies Act requires all Singapore Private Limited companies to have at least one individual director who has to be an ordinary resident of Singapore i.e. being one of the following: -

    · Singapore Citizen.

    · Singapore Permanent Resident.

    · Singapore Employment Pass/ EntrePass/Dependant Pass holder.


    What is the role of the nominee director in our company?

    Our nominee director will not have any role in the company except to satisfy the statutory requirements of a local resident director for your Singapore Company. The Nominee is a director of a company in name only and has no other powers or responsibilities.We also provide the client with a nominee director agreement which defines the limitations of our role as nominee.


    Why do you need a security deposit? When will we get it back? Can I terminate your nominee director service anytime?

    The responsibilities of directors are quite onerous for all directors including the nominee director.Our nominee director service is provided by our reputable and trustworthy professionals and to safeguard interests of the nominee director, we require that a security deposit be kept with us for as long as our nominee director service is active.We will refund the security deposit back to you within 5 working days after you no longer need our nominee director service. 


    Yes, you can terminate our nominee director service anytime by providing us with the details of an alternate local director.We will do the necessary paperwork, lodge the change with authorities and promptly refund the security deposit back to you.


    Singapore Nominee Share Holder

    The Singapore Companies Act requires all Singapore Private Limited companies to have at least one shareholder be it an individual or a corporation.It is not necessary for the shareholder to be a Singapore Resident.


    Upon incorporating your Singapore or offshore company, you can either act as a shareholder yourself or we can provide you with a nominee shareholder with a view to securing your corporate privacy. Some clients do not wish to be identified as shareholders of the companies that they have set up because they want to hide themselves therefore wish to appoint nominee shareholders. These nominee shareholders will hold the shares on trust for the beneficial owners and only they will be identified on the register of shareholders.


    Nominee shareholder appointed will written declaration of trust to the beneficial owner that they are holding the shares on behalf of the beneficial owner and will return the shares into the name of the beneficial owner or will transfer them to another party as requested. With our service the nominee is not the legal owner of the shares, and the underlying investors have the "beneficial interest" in the shares: i.e. they are entitled to all income and capital gains on them.

  • Company Secretarial Services

    According to Chapter 50, Section 171 of the Singapore Companies Act, every company must appoint a se.......

    Company Secretarial Services

    According to Chapter 50, Section 171 of the Singapore Companies Act, every company must appoint a secretary within 6 months from the date of its incorporation, in order to make sure that the company complies with the Act. We will serve as your Companys Secretary to ensure that your company adheres to the specific requirements stated by Accounting & Corporate Regulatory Authority (ACRA).


    Requirements of a Company Secretary

    1.The company secretary must be residing locally in Singapore and he/she must not be the sole director of the company.


    2.The Secretary may also be held liable for the company's failure to comply with the law in certain situations.


    3.The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:

    · Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.

    · Qualified person under the Legal Profession Act (Cap.161).

    · Public accountant registered under the Accountants Act (Cap.2).

    · Member of the Institute of Certified Public Accountants of Singapore.

    · Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.

    · Member of the Association of International Accountants (Singapore Branch).

    · Member of the Institute of Company Accountants, Singapore.


    Duties and responsibilities of us as your Company Secretary

    · maintain the company statutory registers and records.

    · arrange for shareholder and director meetings.

    · lodge and file in time all necessary documents required by law.

    · provide administrative support in preparation of meetings.

    · provide comprehensive legal and administrative support to the board.

    · assist in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated.

    · ensure that the company meets all its legal obligations.

    · stay updated on relevant developments and changes in statutory and regulatory obligations.


    What makes our services unique is that we can virtually help you with anything that includes areas like company compliance, changes, accounting, taxation, manpower and other basic licence compliance requirements.All company secretarial services provided are to satisfy all of your demands.


    By offering our specialized services, we will make sure that you have ample time to concentrate your efforts on the other aspects of the business, as matters relating to your company compliance will be handled by us.

Bookkeeping/Accounting Services

Audit & Tax

  • GST Services

    Goods and Services Tax or GST is a broad-based consumption tax levied on the import of goods (collected by Singapore Customs), as well as nearly all s... ....

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  • Audit Service

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  • International Tax Advisory

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  • Personal Tax

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  • Corporate Tax

    A dormant company is one that does not carry on business and had no income for the whole of the basis period. For example, if a company did not carry ... ....

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Virtual Office

ERI Stands for:Ever - Reliable - Investment

ERI ORGANIZATION PTE. LTD. was founded in 1999, Singapore,offers a variety of services to our individual and corporate clients,including:company incorporation in Singapore,Hong Kong and other offshore destinations,business management consultancy, solutions to overseas/offshores investment,financing, IPO and M&A.ERI CONSULTANT PTE.LTD.provides professional corporate and secretarial services,including: annual return filing, bookkeeping, accounting, taxation, audit report and other specialized consultations.

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