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Singapore company and BVI 

Key Requirements for Private Limited Company Registration

• Approved company name

• Minimum initial paid-up capital of S$1

• 1 – 50 shareholders

• At least 1 local or resident director

• At least 1 company secretary

• A local registered physical address

1. Company Limited By Guarantee company registration form filling and registration document preparation.

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-Foundation name search -Collection and review of company registration information and documents, preparation of "Registration Form" and "Customer Information Form -Official fee for company establishment -Preparation of registration paper, articles of incorporation and electronic copy of registration certificate

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2. Corporate Secretarial And Compliance Fee Company Secretary and Local Address Provision

 

-KYC survey form for all directors and shareholders -Provision of a licensed secretary -Prepare minutes of directors' and shareholders' meetings, prepare meeting agendas, prepare directors' resolutions -Reminders of filing deadlines, monitoring of shareholders' records and their whereabouts, maintenance of relationships. -Provide registered office address, assist in mail delivery and forwarding, fax sending, forwarding services

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3. Nominee Directorship Services Fee Local Nominee Directorship Services

-Provide qualified local directors in Singapore to meet the requirements of the Singapore Companies Act -Prepare Nominee Directorship Protection Agreement -Cooperate with the directors and statutory secretary in the signing of relevant documents as instructed by the directors -Provide identification information to assist the company in processing all legal and compliance business applications Note: The titular director only acts as a nominee in the documents and is not involved in the actual operational management and project operations of the company. Colleagues to the company generated non-compliance, illegal behavior. The titular director is not responsible for this.

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4. Appointment Of Auditor Service

The Singapore Companies Act requires foundations to appoint an auditor within three months of registration -If the company does not have its own requirement for an auditor, we will automatically assist in arranging the appointment of an auditor with our company -If the company already has an auditor in mind, we can assist with the assignment of the auditor's documents -The assignment does not include the cost of audit and accounting

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5. Company name: XX (Pte. Ltd.)

-Director information: Provide ID cards of one or two directors. or passport plus proof of address，Contact Phone，Email -Scope of business: two (can be provided for selection)

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6. Registration Period: 3-4working days

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BENEFITS OF COMPANY FORMATION IN BVI

  • Political and economic stable state;

  • Ease of incorporation, operation and maintenance;

  • A classic offshore jurisdiction;

  • Tax-free regime;

  • Minimum of one shareholder;

  • No minimum paid-up share capital requirement;

  • Confidentiality of the directors, shareholders and beneficiaries’ details (not available to the public);  

  • Non-residents are allowed to register offshore companies in the BVI in any sphere of activity permitted by the legislation of the state;

  • Offshore companies in the BVI can be established by non-residents or citizens of the country, and it is possible to re-register the company outside the borders of the islands;

  • Nominee service is allowed;

  • Asset protection.

BUSINESS IN BVI: TYPES OF COMPANIES

  • International Business Company and shelf corporations (both available).

  • The company limited by shares;

  • The company limited by guarantee;

  • Hybrid company (limited by guarantee but has the right to issue shares);

  • Unlimited company (without the right to issue shares);

  • A segregated portfolio company (Protected cell company).

 

 The following are certain conditions that must be met depending on the type of business companies, they include:

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  • The company name should end with the following any of these suffixes indicating its form of activity, namely: Limited, Incorporated or Corporation (LTD, Inc and Corp, respectively). The regulation admits the preparation of names in Chinese;

  • The amount of the authorized capital equals to US$50,000. The contribution is made to a local bank account by the founder (not mandatory);

  • Issue of registered shares is allowed, and bearer shares are not used;

  • When registering a company in the BVI, the company should consist of the following persons: 1 shareholder and 1 director. A Legal entity can act as the latter, and the appointment of nominee directors and shareholders is permitted;

  • Zero taxation does not require audit and submission of annual reports.

BUSINESS IN BVI: TAXES

  1. Corporate tax rate - 0%.

  2. Personal income tax - 0%.

  3. Value Added Tax rate - 0%.

  4. No taxation treaty access.

  5. BVI signed Tax Information Exchange Agreements.

BOOKKEEPING IN THE BRITISH VIRGIN ISLANDS

  1. Account filing requirements - NO

  2. Statutory audit requirements - NO

  3. Annual return filing requirements - NO

COMPANY FORMATION REQUIREMENTS FOR BVI

  1. Certificate of incorporation;

  2. Articles and Memorandum of Association;

  3. Minimum of one shareholder and director;

  4. A legal registered office;

  5. A legal registered agent;

  6. Directors Acceptance Letter;

  7. Share(s) certificate;

  8. Articles and Plan of Consolidation;

  9. Notarized passport copies.

It is important to note that the procedure for company registration in BVI is quite straightforward but the company legislation is constantly amended, it should be monitored and taken into account at all times. The last amended rules have been made stricter in the identification of investors coming to the jurisdiction.

Now, to complete the registration of a company in the British Virgin Islands, the beneficial owners must provide bank statements (resident bank) dating at least six months. In addition, confirmation of the registered address of the founders and their personal data is required.

Furthermore, The BVI’s Economic Substance (Companies and Limited Partnerships) Act, 2018 (BVI Substance Act) came into force on 1st January 2019. The BVI Substance Act is supplemented by the BVI’s Economic Substance Code (BVI Substance Code). This law applies to the following legal entities, they include:

  • Companies and foreign companies incorporated/registered under the BVI Business Companies Act, 2004 (as amended), excluding companies which are not resident in the BVI; and

  • Limited partnerships and foreign limited partnerships formed/registered under the Partnership Act, 1996 or the Limited Partnership Act, 2017, excluding limited partnerships which are not resident in the BVI or do not have a legal presence;  The following legal entities are exempted from the act, they include:

  • An investment fund (within the meaning of applicable BVI legislation); or

  • A non-resident company and a non-resident limited partnership.                                                                                               An entity is a “non-resident company” or “non-resident partnership” if the company/partnership is resident for tax purposes in a jurisdiction outside the BVI which is not on Annex 1 to the EU list of non-cooperative jurisdictions for tax purposes.

SET OF DOCUMENTS

  • Certificate of incorporation 

  • Memorandum and Articles of Association 

  • Apostille of the bound set of copies of Constitutive documents 

  • Subscriber’s Resolution 

  • Apostilled Director’s Resolution 

  • Share Certiciates 

  • Resolution of first shares allotment 

  • Articles of Consolidation 

  • Plan of Consolidation 

  • Written Resolutions of the sole Shareholder 

NOMINEE DIRECTOR AND SHAREHOLDER

  • Resolution effecting the issuing the Power of Attorney 

  • Apostilled Power of Attorney 

  • Consent Letter 

  • Director Resignation Letter 

  • Nominee Director’s Declaration 

  • Deed of Trust 

  • Instrument of Transfer 

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