Company Formation Services

As an aspiring entrepreneur in Singapore, you should be able to develop your business without worrying about compliance to the myriad rules and regulations. With Raffles, you will be assisted from Incorporation of Company to Corporate Secretarial services by our professionals.

Singapore Company Registration Services

Singapore Company Incorporation

Setting up a new Singapore company can be done quickly at affordable costs. As long as you are above age of 21 years old, you can incorporate a new Singapore company. Our experts at Raffles will be able to guide you through the process of company incorporation to ensure that you set up the type of company suitable for your business requirements while operating within the laws of the land. We can guide you through the complete process of registering a company in Singapore.

Our services include:

  • Application for proposed company name approval with the Accounting and Corporate Regulatory Authority (“ACRA”)
  • Preparing Memorandum and Articles of Association
  • Witnessing of signatures of both directors and shareholders residing in Singapore, if required
  • Preparing and lodging all prescribed forms and requisite documents with the ACRA
  • Obtaining Certificate of Confirmation of Incorporation
  • Preparing transfer documentation relating to transfer of subscriber shares
  • Arranging for the submission of prescribed electronic forms to the Inland Revenue Authority of Singapore and obtaining Certificate(s) of Stamp Duty
  • Arranging for the purchase of common seal and rubber stamp
  • Printing of copies of Memorandum and Articles of Association
  • Setting up minutes book and  statutory registers, etc
  • Preparing first board meeting or first directors’ resolutions in writing

Foreign Company Registration Services

Branch Office Registration

Registration in Singapore

Any corporation incorporated outside Singapore which intends to establish a place of business or carry on business in Singapore as a branch must be registered with the ACRA. We can guide you through the complete process of setting up and registering a branch office in Singapore.

Our services include:

  • Registration of a Singapore Branch
  • Liaison with the ACRA on your behalf

Secretarial Agent Services

It is important to maintain accurate and up-to-date information about your company and key personnel with the ACRA. When your company details change, we can file the changes for you.

Our services include:

  • Assisting with the annual compliance requirements of the Singapore Companies Act
  • Preparing and submitting electronically to the ACRA, the prescribed forms and annual accounts of the Head Office and the Singapore Branch as required by the Singapore Companies Act

Registered Address

The use of our office address as the registered office of a company is particularly convenient for companies that do not establish a separate place of business of their own in Singapore. In addition, many of our clients who do have their own separate place of business in Singapore nevertheless use our office address as their registered office to ensure that court papers or official notices served on the company receive appropriate and timely attention. The statutory records of a company are usually maintained at its registered office, and accordingly it is convenient to use Raffles’ address as the registered office in situations where our personnel are named as company secretaries.

Accounting and Corporate Regulatory Authority (ACRA) Services

Raffles also offers its services in liaising with the ACRA to obtain information and/or documents or process change of information for your company.

Our services include:

  • Conducting searches on register of names maintained at ACRA
  • Obtaining Instant Information Reports (Business Profiles) of entities registered with the ACRA
  • Conducting a search on any one individual
  • Obtaining a People’s Profile

Deregistration

Raffles can provide advise on the most suitable mode of deregistration including the provision of assistance to strike off the company through applications to the ACRA and the preparation of preliminary documentation to commence a members’ voluntary winding up of a company in Singapore.

Our services include:

  • Assessment of the most suitable mode of deregistration
  • Liaison with the ACRA to submit the striking off application
  • Preparation of preliminary documentation for members’ voluntary winding up
  • Introduction of approved Liquidators as prescribed by the Company’s Act
  • Application to be struck off the Register under section 344 of the Companies Act, Cap. 50

Representative Office Registration

A Representative Office is typically set up when a foreign company wishes to establish a presence in Singapore, but does not intending to actually carry on any business in the country. A Representative Office is merely an administrative arrangement and primarily designed for non-commercial activities. Legally, a Representative Office is not a business entity and not allowed to perform any activity with the purpose to generate profits.

Our team can help you set up and register a Representative office in Singapore.

Our services include:

  • Setting up representative offices in Singapore
  • Renewal or cessation of representative office status
  • Upgrading of the same to a Singapore Branch or Company

Offshore Company Incorporation Services

International Business Corporation (IBC)

We provide to our end-user clients offshore companies in various jurisdictions such as in the British Virgin Islands, Mauritius, Hong Kong, Seychelles, Cayman Islands and Labuan.

Our services include:

  • Incorporation and administration of offshore companies
  • Establishment and management of offshore structures
  • Appointment of Company secretary
  • Appointment of Nominee directors
  • Appointment of Nominee shareholders
  • Provision of Correspondence address

Secretarial Agent Service

Corporate Secretarial Agent

It is important to maintain accurate and up-to-date information about your company and key personnel with the ACRA. When your company details change, we can file the changes for you.

Our services include:

  • Safe custody of statutory records and statutory regulators
  • Preparing all documentation in connection with a routine Annual General Meeting, as required by the Singapore Companies Act (CA)
  • Preparing and submitting electronically to the ACRA, the prescribed Annual Return as required by the CA including obtaining and confirm the contents of the company’s summary of Returns
  • Liaison with auditors in respect of the statutory review of corporate secretarial records

Registered Address Service

Registered Address

Every Singapore registered company is required by law to maintain a registered office in Singapore. The main purpose of this requirement is to provide a specific address for service of court papers, communications from the Inland Revenue Authority of Singapore and other official notices. In addition, contracts typically provide for the service of contractual notices at the registered office. The use of our office address as the registered office of a company is particularly convenient for companies that do not establish a separate place of business of their own in Singapore. In addition, many of our clients who do have their own separate place of business in Singapore nevertheless use our office address as their registered office to ensure that court papers or official notices served on the company receive appropriate and timely attention.

The statutory records of a company are usually maintained at its registered office, and accordingly it is convenient to use Raffles’ address as the registered office in situations where our personnel are named as company secretaries.

Other Services:

  • Prepare annual general meeting documents and file annual returns with Accounting & Corporate Regulatory Authority (ACRA)
  • Effect changes of Board of Directors and their particulars
  • Prepare routine resolutions such as opening of bank accounts, changing of bank mandates, and more
  • Prepare documents to effect an increase in authorised share capital, allotment of shares, change of auditors, change of company name, amendments to the Memorandum and Articles of Association and file necessary returns with ACRA
  • Attend and update the registration of charges and file necessary returns with ACRA
  • Update and maintain minutes books and statutory registers
  • Lodge all necessary forms and returns with ACRA
  • Attend board meetings, annual general meetings, extraordinary general meetings and prepare all necessary related documents

Winding-up Services

Winding-up of Companies

A Company may wind-up for the following reasons:

  • Company has ceased business activities
  • Management deadlock
  • Oppression – shareholders dispute under Section 216 of the Singapore Companies Act
  • Minimise tax liabilities or maximise tax advantages for the group to which the company belongs
  • Breach of statutory provisions, including offences committed
  • Company acting outside its scope of activities

Voluntary Winding-up

Members’ Voluntary Liquidation

Two main conditions must be satisfied before a Company can be dissolved by way of Members’ Voluntary Winding Up pursuant to Section 290 of the Singapore Companies Act:

  • The Company must be solvent, i.e. it has more assets than liabilities.
  • At least 75% of the shareholders consent to this mode of dissolution.

Our services include:

  • Acting as the Liquidator and carrying out all the necessary duties from pre-liquidation to final dissolution of the Company

Creditors’ Voluntary Liquidation

If a company is insolvent, it can be dissolved by way of Creditors’ Voluntary Winding Up pursuant to Section 290 of the Singapore Companies Act, provided at least 75% of the shareholders consent.

Our services include:

  • Acting as the Liquidator and carrying out all the necessary duties from pre-liquidation to final dissolution of the Company

Compulsory Winding Up

Section 253 of the Singapore Companies Act provides that a company may be wound up on the petition of the company itself or any creditor, including a contingent or prospective creditor of the company.

Our services include:

  • Acting as the Liquidator and carrying out all the necessary duties from pre-liquidation to final dissolution of the Company

De-registration Services

Striking Off of Singapore Companies

If a foreign company ceases to carry on business in Singapore, it must lodge the required notice with the Registrar of Companies within seven days.

Our services include:

  • Undertaking to ascertain whether outstanding statutory obligations of the foreign company have been complied with
  • Lodging the required notice with the Registrar of Companies to facilitate deregistration in Singapore