Which is an ideal jurisdiction for company incorporation in Asia? Singapore and Hong Kong have been dominant players in the Asian region, vying for the position of “the best place to do business.” But the crucial questions are, which of these jurisdictions have an edge over the other? Is incorporating a business easier in Singapore or in Hong Kong?
Strategic location and attractive tax benefits make Singapore the most preferred location for the overseas companies to set up their business. Various options are – opening up a Branch Office, a Representative Office or a Subsidiary in Marina South . The country also has liberal immigration policies. If the company wants to set up their regional head quarters in Singapore they are also provided with Financial Assistance.
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A key determinant for setting up a business in Marina South is the tax regime in force. In this regard Singapore boast of being one of the lowest tax jurisdictions in the world. Detailed below is an overview of the tax system and Payroll Services in Singapore.
Tax jurisdiction Singapore: Taxes are levied on a territorial principle i.e. companies and individuals are taxed on Singapore sourced income. In addition, the Foreign sourced income (branch profits, dividends, service income, etc.) are taxed when it is remitted or deemed remitted into Singapore unless the income was already subjected to taxes in a jurisdiction with headline tax rates of at least 15%.
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Which is an ideal jurisdiction for company incorporation? Singapore and Hong Kong have been dominant players in the Asian region, vying for the position of "the best place to do business." But the crucial questions are, which of these jurisdictions have an edge over the other? Is incorporating a business easier in Singapore or in Hong Kong?
Minimum Statutory Requirements:
- Singapore: a local registered address (commercial or residential but no PO Box), a local resident director, a local resident and qualified company secretary, a shareholder (individual or corporate), minimum paid up capital of SGD 1.00 (no authorized capital required)
- Hong Kong: a local registered address (commercial or residential but no PO Box), a director (local or foreigner), a local resident company secretary (individual or corporate), a shareholder (individual or corporate), minimum paid up capital of HKD 1.00 + authorized share capital of HKD 10,000 represented by 10,000 ordinary shares of HKD 1.00 each
- Singapore: 1 working day
- Hong Kong: 4-7 working days
- Singapore & Hong Kong: 100% foreign ownership allowed
- Singapore: Current corporate income tax rate - 18%. However, corporate income tax rate effective 2010 - 17%. Note: The effective tax rate is much lower - below 9% for profits up to SGD 300,000 and capped at 18% for profits above SGD 300,000
- Hong Kong: Current corporate income tax rate - 16.5%
Fees for company incorporation with Companies Registrar:
- Singapore: SGD 315
- Hong Kong : HKD 1,720 + capital fee of HKD 1.00 for every or part of HKD 1,000 of the nominal share capital (capped at HKD 30,000)
Fees for company registration with tax department:
- Singapore: Nil
- Hong Kong - HKD 2,450 (1 year registration certificate) or HKD 6,550 (3 year registration certificate)
Annual Filing Requirements:
- Annual returns along with audited annual accounts must be filed with Companies Registrar within one month of the Annual General Meeting.
- Tax returns along with audited accounts must be filed with the Inland Revenue Authority of Singapore by 31 October each year.
- Note: Dormant companies (i.e no accounting transactions for the financial year) and exempt private companies (not more than 20 shareholders and shares are not held by another company) with an annual turnover of less than SGD 5 million are exempt from audit requirements for both annual returns and tax returns. These companies can file unaudited accounts.
- Annual returns must be filed with the Companies Registry once in every calendar year (except in the year of incorporation) within 42 days after the anniversary of the company's date of incorporation. Private limited companies are exempt from submitting accounts along with the annual return.
- Tax returns along with audited accounts must be filed with the Inland Revenue Department by 31 April each year. The auditor must be a member of the Hong Kong Institute of Certified Public Accountants and must hold a practicing certificate. Dormant companies (i.e no accounting transactions for the financial year) and small corporations (i.e total gross income does not exceed HKD 500,000) are exempt from audit requirements and can file unaudited accounts.
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Strategic location and attractive tax benefits make Singapore the most preferred location for the overseas companies to set up their business. Various options are - opening up a Branch Office, a Representative Office or a Subsidiary. The country also has liberal immigration policies. If the company wants to set up their regional head quarters in Singapore they are also provided with Financial Assistance.
Branch Office - Registration of the branch office is done by ACRA and it is treated as an extension of the foreign company. It is the least popular option with foreign companies because
- Head office accounts have to be submitted for taxation purposes. Many companies may not be comfortable doing this.
- Head office bears all the liabilities of the actions of branch office
- Branch office cannot claim local tax benefits
The name of the Branch Office and the foreign office must be same and should be approved by ACRA before registration. Branch office has to appoint two agents that are resident in Singapore. The Branch office can repatriate all its earnings and capital. Only that part of earnings derived from local operations are taxed at local tax rates.
Subsidiary Company - This is the most preferred option for setting up business by the foreign companies because:
- Its liabilities are not transferred to parent company. It is considered a separate company.
- It enjoys the local taxation benefits.
- It can have a local name which is different from the parent company.
One or more directors need to be appointed and at least one director has to be a local resident.
Representative Office - It is used for having a presence in the country while not conducting any business activity. It does not have any legal status and cannot enter into any contracts.
- It can undertake promotional activities for the parent company
- It can negotiate but cannot conclude on deals
- Parent company bears liability for activities of the office.
- It must be staffed by at least one representative from the head office
International Enterprise Singapore (IE Singapore) is the registration authority for Representative Offices for manufacturing, business services, commerce and other sectors. Banking, finance, insurance needs to be registered with the Monetary Authority of Singapore (MAS).