This post examines the company incorporation requirements in Singapore vis-a-vis India. In recent times the question of where to set up a business has become as important as what, when, why and how to set up a business. In this regard, foreign entrepreneurs and investors prefer jurisdictions where setting up a company is easy, quick, efficient and cost-effective. The basic requirements to set up a company, incorporation procedure, time-line and statutory compliance are some of the factors that need to be taken into account while deciding on where to incorporate a company.

Note: For detailed information on setting up a Singapore company, refer to Singapore Company Registration guide.

Foreign Ownership

SingaporeIndia
Liberal policy regarding foreign ownership

100% foreign shareholding allowed in all sectors. No prior approval is required from authorities

No restrictions on permitted fields of business activity for foreigners

Restrictive policy regarding foreign ownership

100% foreign shareholding allowed only in certain sectors.

Certain sectors are subject to caps on investment limits and require prior approval from the Indian government

Certain sectors prohibit foreign investment. Examples: gambling, lottery business, atomic energy and retail trading.

Minimum Statutory Requirements

SingaporeIndia
A local registered addressA local registered address
At least one local resident director (Singapore citizen, PR or foreigner holding an Employment Pass, Entrepreneur Pass or Dependant Pass)At least two directors (Indian citizens or foreigners) who need not be local residents. All directors must obtain a ‘Director Identification Number’ and ‘Digital Signature Certificate’
A minimum of one and maximum of 50 shareholdersA minimum of two and maximum of 50 shareholders
A local resident and qualified company secretary-
Minimum paid up capital of SGD 1.00Minimum paid up capital of INR 100,000

Incorporation Procedure

SingaporeIndia
Step 1: Company name approval with the Company Registrar.

Step 2: File incorporation documents with Company Registrar and obtain incorporation confirmation, just within a few hours of documents submission.

Step 3: Register with the tax department.

Step 4: Obtain business licenses or permits, if required.

Step 5: Open a corporate bank account.

Step 1: If applicable, seek government approval for setting up a company in India.

Step 2: Apply to the Central Government for a ‘Director Identification Number’.

Step 3: Apply to a central licensing authority for a ‘Digital Signature Certificate for Directors’.

Step 4: Company name approval with the Registrar of Companies.

Step 5: File incorporation documents with Registrar of Companies. The Registrar will issue the Certificate of Incorporation within 1-2 weeks.

Step 6: Register with the tax department.

Step 8: Obtain business licenses or permits, if required.

Step 9 : Open a corporate bank account

Incorporation Time-line

ProcessSingaporeIndia
Company Name Approval1 hour5-10 days
Company Incorporation Certificate1 day7-14 days
Business Licenses7-14 days30 days
Director Indentification NumberNA7 days
Digial Signature Certificate for DirectorsNA7 days
Government approvals for foreign investmentNA30 days

Annual Filing Requirements

SingaporeIndia
Annual returns + audited annual accounts must be filed with Companies Registrar
Small companies with an annual turnover of < SGD 5 million are exempt from the audit requirement
Annual returns + audited annual accounts must be filed with Companies Registrar

No company is exempt from the audit requirement

Tax returns + audited accounts must be filed with the tax department annually

Small companies with an annual turnover of < SGD 5 million are exempt from the audit requirement

Tax returns + audited accounts must be filed with the tax department annually

Companies with an annual turnover of < INR 4 million are exempt from the tax audit requirement

Not all companies are required to appoint an auditor. Only companies with an annual turnover of SGD 5 million and above need to appoint an auditorEvery company, regardless of turnover, must appoint a qualified auditor

Corporate Taxes

SingaporeIndia
Corporate Tax Rate8.5% for profits up to S$300K and a flat 17% for profits above S$300K30.9% for taxable income up to INR 10 million and 33.9% for taxable income above INR 10 million
Dividend Distribution Tax on companies declaring dividendsNA16.995%
Capital Gains TaxNil15% – short term capital assets 10%-20% – long term capital assets
GST/VAT/Service TaxGST – Indirect tax on sale of goods and services – @ 7%Service Tax – Indirect tax on sale of services – @ 10.3%

VAT – State level indirect tax on sale of goods within a state – ranging from 1%, 4%, 12.5% to 20% depending on the type of goods.

CST – Central level indirect tax on inter-state sale of goods – @ 2%

Taxation of foreign sourced incomeSingapore resident companies are taxed on world-wide profits only when remitted to SingaporeIndian resident companies are taxed on world-wide profits, whether or not remitted to India

Interested in doing business in Singapore? Find out how to setup a Singapore company.

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