Corporate Secretarial Services
Ensuring compliance for a peace of mind
Whether an entity is large or small, the corporate secretarial function is a critical task that involves rigorous reporting, disclosure and regulatory compliance. Nanyang Law LLC provides a comprehensive range of support that encompasses corporate secretarial services, corporate administration and immigration services.
Our extensive experience allows us to understand the specific needs of our clients and ensure that corporate secretarial services are delivered in a timely and effective manner. The team at Nanyang Law LLC is committed to the highest level of professionalism and ethics, helping organisations meet the essential corporate compliance obligations.
Corporate Secretarial Services and Administration Support
Nanyang Law LLC provides a full range of corporate secretarial and administrative services that caters to the needs of Singapore companies, foreign companies registered in Singapore and companies in most offshore jurisdictions, including the British Virgin Islands, Bermuda, Samoa and the Seychelles. These services include:-
For Singapore Companies:-
- Incorporation
- Maintenance of statutory registers and minute books
- Monitoring deadlines for and facilitating compliance for the holding of meetings and filing of returns with the Accounting and Corporate Regulatory Authority (“ACRA”)
- Attending meetings of shareholders and directors
- Facilitating compliance with meeting procedures
- Preparing resolutions and minutes for directors’ and shareholders’ meetings
- Provision of registered office
- Provision of senior lawyers to assume the role of company secretary
- Provision of nominee directors (subject to appropriate deposits and indemnities being provided to Nanyang Law LLC)
- Company striking off
Please click here to view the details and costs of:-
The formation of a private limited company requires certain compliances with the legal requirements in accordance with the Singapore Companies Act.
Benefits
Protection of personal assets and limited the company and personal liabilities
Substantial tax savings as new company may be entitled to first 3 years full tax exemption for first S$100,000.00 taxable profit or partial tax exemption up to first S$300,000.00 taxable profit. Effective tax rate is less than 9%
Exemption of audit requirement for private exempt company and company with turnover of les than S$5 million
Easier access to capital funding through the sale of shares to investors and borrowing from banks
In order to form a private limited company, the following requirements must be adhered to:-
- The minimum number of members of ONE and a maximum of FIFTY
- The minimum issued share capital of ONE share (usually S$1.00 each)
- The company must have at least ONE local Director who is * ordinarily resident in Singapore
- There must be at least ONE Company Secretary qualified under Section 171(1B) of the Companies Act
- The company will be subject to Income Tax at the prevailing rate
“Ordinarily resident” means the usual place of residence. As a guide, indication of permanent residency in Singapore are as follows:-
- Singapore citizens;
- Non-Singapore citizens who posses the following:-
- Singapore Permanent Resident status;
- Employment Pass or Approval-In-Principle Employment Pass; or
- Dependent’s Pass
Our professional fee for the formation of a new company is S$1,500.00, excluding disbursements.
In order to convert to a private limited company, the following requirements must be adhered to:-
- A letter of no objection for the use of the company’s name from the sole-proprietorship or partnership
- For a company who still wishes to incorporate a private limited company using the existing business name must produce a name consent letter from the existing business owner or partners explaining
- The minimum number of members of ONE and a maximum of FIFTY
- The minimum issued share capital of ONE share (usually S$1.00 each)
- The company must have at least ONE local Director, whom must be an ordinary resident in Singapore
- There must be at least ONE Company Secretary qualified under Section 171(1B) of the Companies Act
- The sole-proprietorship/partnership must be terminated within 6 months from the date of incorporation of a private limited company. The company will takeover all or part of its assets and liabilities as stated in the company’s Memorandum and Articles of Association. In addition, it must close all bank accounts maintained by the sole-proprietorship/partnership, to inform all parties concerned of the changes
- The net assets taken over by the private limited company can be converted as paid up capital. As such an agreement and resolutions are required
- The company will be subject to Income Tax at a prevailing rate
Our professional fee for the conversion of sole-proprietorship/partnership to a private limited company is S$2,000.00, excluding disbursements.
The LLP partners will not be held personally liable for any business debts incurred by the LLP. However, a partner may be held personally liable for claims from losses resulting from his own wrongful act or omission. A partner shall not be personally liable for such wrongful acts or omissions of any other LLP partner.
Every LLP must have at least ONE manager who is ordinarily resident in Singapore. All managers shall be natural persons of full age and capacity.
Our fee for registration of LLP is S$1,000.00 inclusive of ACRA registration fees, common seal and other miscellaneous expenses.
We provide the following corporate secretarial services:-
- Preparation of Annual General Meeting
- Preparation of Annual Return
- Preparation of directors’ resolutions and other relevant documents pertaining to changes in directorship and their particulars
- Preparation of directors’ resolutions pertaining to routine matters covering changes of officers’ particular and registered office
- Lodge all statutory returns with ACRA
- Advise in various corporate secretarial matters in relation to the above
- Custody and maintenance of all statutory records
Our professional fee for the aforesaid corporate secretarial services, including provision of company secretary is S$1,800.00 per annum excluding disbursements.
Before an application for striking off could commence, an audit has to be done and accounts has to be cleared to show zero balances.
Our professional fee for the striking off application is S$1,500.00 excluding disbursements.
Nominee Director
Our fee for provision of a Nominee Director is S$3,600.00.
Registered Office
Our fee for provision of registered office is S$240.00 per annum excluding postage, courier and other charges for redirection facility.
For Foreign Companies:-
- Registration of foreign company in Singapore (Branch)
- Facilitating compliance for the filing of returns with the ACRA
- Provision of Singapore resident agents
For Offshore Companies:-
- Incorporation
- Maintenance of registers and minute books
- Attending meetings of shareholders and directors
- Facilitating compliance with meeting procedures
- Preparing resolutions for meetings
- Provision of Singapore office address
- Provision of senior lawyers to assume the role of company secretary
- Provision of nominee directors (subject to appropriate deposits and indemnities being provided to Nanyang Law LLC)
- Arranging for the provision where necessary of the registered office and secretary in the home jurisdiction
- Advising on special licensing applications and other compliance issues
Please click here to view the details and costs of:-
Incorporation of British Virgin Islands (Offshore) Company
The International Business Companies Act, 1984
The International Business Companies Act of 1984 provides for the incorporation and administration of the International Business Company. Companies incorporated under the Ordinance enjoy a complete exemption from income tax. This includes an exemption from capital gains tax, and all forms of withholding tax. There is no exchange control.
We have shelf International Business Companies immediately available from each of its offices. Alternatively, an International Business Company can be incorporated upon receipt of completed questionnaire.
The International Business Companies Ordinance of 1984 provides an environment of administrative ease and flexibility. Specifically:-There is no requirement to file annual returns or financial statements;
- There is no requirement to hold annual meetings of directors or shareholders;
- Directors and shareholders resolutions may be passed by telephone meetings or by circulating written resolutions (including facsimile copies) for signing, meetings need not be held in the British Virgin Islands;
- A company need not have British Virgin Island resident directors;
- The books and records of the company may be kept at such place as the directors determine;
- Bank accounts may be opened anywhere in the world;
- A company may finance or repurchase its own shares out of surplus. Repurchase shares may be cancelled;
- Reductions of capital can be affected by resolutions of the directors or shareholders. There is no necessity for a court order;
- There are minimal disclosure requirements and the ownership of shares and the names of directors and officers are not available on the public record;
- There are modern asset protection provisions including the ability to transfer a company to another jurisdiction.
Our fees (excluding disbursements) for formation / renewal of a British Virgin Islands company are as follows:-
Provision of shelf company / incorporation new company (authorised share capital not exceeding US$50,000) | US$ | 1,500 | |
Annual maintenance fee (renewal Government, Registered Office and Registered Agent fees) | |||
Authorised share capital not exceeding US$50,000 | US$ | 1,300 | |
Authorised share capital exceeding US$50,000 | US$ | 2,000 | |
Nominee Director (per annum) | US$ | 2,500 | |
Nominee Shareholder (per annum) | US$ | 2,500 | |
Nominee Secretary (per annum) | US$ | 800 |
Incorporation of Seychelles (Offshore) Company
The International Business Companies Act, 1994
The International Business Companies Act 1994 is the most widely used vehicles for offshore operations in the Seychelles. It normally takes the form of a private company limited by shares.
The legal system of the Seychelles is based on English Common Law and French Civil Law.
Statutory requirement are minimal and flexible:-
- There is no minimum capital requirement;
- Shares may be registered and issue in any currency;
- Shares are issued in Registered form only;
- Bearer shares are no longer permitted;
- Only one director and one shareholder are required (can be same person)
- Shareholder, directors and officers need not be resident in the Seychelles;
- Directors and shareholders may be natural persons or corporate entities;
- No returns are needed of shareholders and directors;
- The Certificate of Incorporation and Memorandum and Articles of Association are the only documents to be held on the public record if no filing done.
Seychelles International Business companies are exempt from all taxes on income derived outside of the Seychelles.
Our fees (excluding disbursements) for formation / renewal of a Seychelles company are as follows:-
Provision of shelf company / incorporation new company (authorised share capital not exceeding US$50,000) | US$ | 1,500 | |
Annual maintenance fee (renewal Government, Registered Office and Registered Agent fees) | |||
Authorised share capital not exceeding US$50,000 | US$ | 1,300 | |
Authorised share capital exceeding US$50,000 | US$ | 2,000 | |
Nominee Director (per annum) | US$ | 2,500 | |
Nominee Shareholder (per annum) | US$ | 2,500 | |
Nominee Secretary (per annum) | US$ | 800 |
Immigration and Foreign Investor Services
Navigating the complex immigration process can be a difficult and time-consuming task. Nanyang Law LLC has in-depth experience in immigration and foreign investor matters and we are knowledgeable with the procedure of Singapore immigration applications, as well as the various criteria required to qualify for different immigration categories. We are committed to support our clients’ immigration-related needs with a full range of immigration services.
Our immigration and foreign investor services include:-
- Making new / renewal applications for employment passes and dependent passes
- Making permanent resident applications under the various schemes including the Professional / Technical Personnel and Skilled Workers Scheme and the Investors / Entrepreneur Deposit Scheme
- Arranging for the provision where necessary of the registered office and secretary in the home jurisdiction
- Singapore Permanent Resident under Employment Pass Scheme
- Singapore Permanent Resident under Singapore Economic Development Board (“EDB”)
Please click here to view the details and costs of:-
Employment Pass
Our fee for employment pass application including preparation of documents, attending to the Immigration Department and dealing with queries, etc.
Application for Employment Pass | $1,500.00 | |
Application for Dependent’s Pass | $1,500.00 per person | |
Renewal application of Employment Pass | $1,500.00 |
EntrePass
Our fee for EntrePass application including preparation documents, attending to the Immigration Department and dealing with queries, etc.
Application for EntrePass | $3,500.00 | |
Application for Dependent’s Pass | $1,000.00 per person | |
| Renewal application of EntrePass | $1,000.00 | |
Comprehensive Business Plan | $3,000.00 |
Singapore Permanent Resident under Employment Pass Scheme
Professional services rendered in respect of the application of Permanent Residence include holding of initial meetings with you regarding the application, preparing documents and attending to the Immigration Department and dealing with queries, etc.
Employment Pass (P & Q Passes) holders and investors / Entrepreneurs are eligible to apply for Singapore Permanent Resident.
Our fee is S$6,000.00.
Singapore Permanent Resident under Singapore Economic Development Board (“EDB”) Scheme
Foreign investors with substantial capital and good entrepreneurial track records may apply for permanent residence under the Global Investor Programmes through EDB.
Our fee is S$10,000.00.
NANYANG LAW
We differentiate ourselves by possessing a thorough understanding of our clients’ legal needs, whether they revolve around state-of-the-art technologies or complex business solutions. Distinguished by the scope of our legal services and strength of our practices, we endeavour to help our clients meet their objectives in today’s fast-paced economic and legal landscape.