Operating a company: Singapore versus Hong Kong

Singapore

Hong Kong

Shareholding

A company must have a minimum of 1 and a maximum of 50 shareholders, who can be local or foreign persons; 100% local or foreign shareholding is allowed. Shareholders can be individuals or corporate entities. A director and shareholder can be the same or different persons. Shareholders must be at least 18 years of age.

Share Capital

The minimum issued capital must be at least S$1.

There is no minimum share capital requirement.

A company can increase its share capital at any time by injection of additional capital.

Directors

A minimum of one director and unlimited maximum number of directors allowed. Both resident and foreign-resident persons can be directors. Individual directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractices. There is no requirement for the directors to also be shareholders.

A company must have at least one Singapore-resident director.

‘Singapore resident’ refers to a Singapore citizen, a Singapore permanent resident or an Employment Pass holder.

Corporate directors are not permitted.

There is no resident director requirement.

Nominee corporate directors can also be appointed in addition to the individual directors. At least one director must be a natural person.

Company Secretary

A company must appoint a qualified company secretary. The secretary must be a natural person and a resident of Singapore.

Appointing a qualified company secretary is also mandatory.

The secretary may be an individual or a corporate entity. If an individual, the secretary must ordinarily reside in Hong Kong; or if a body corporate, must have its registered office or a place of business in Hong Kong.

It’s important to note that if a company has only one director, that sole director may also be the sole shareholder of the company. But the same person cannot also serve as the company secretary.

Registered address

To register a company, you must provide a local address as the registered address of the company.

The registered address must be a physical address and cannot be a PO Box.

Company name

The company name must be approved by the Companies Registry in Hong Kong or by the Accounting and Regulatory Authority in Singapore (ACRA) before you can proceed with the incorporation.

Singapore

Hong Kong

When incorporating a company you must pay two government fees:

• S$15 (about US$11) name approval fee, and
• S$300 (about US$215) company registration fee.

When incorporating a company you should pay the following government fees:

• HK$1,720 (about  US$292) Fee payable on application, and
• Business registration fee and levy.

Singapore

Hong Kong

• After you have registered the company, you can officially start doing business and open a corporate bank account.
• Both countries boast world-class banking systems.
• Due to their global customer base, banks in both countries do not see large amounts of international business transactions as red flags.
• While Singapore used to be the more expensive choice due to high banking fees and minimums, the fees for Hong Kong banks have also been steadily increasing in recent years.
• Typically, to open a corporate bank account, an in-person meeting is required to assess the company. However, more and more banks, especially in Singapore, offer meetings with a bank officer through video conference, so you can complete the account opening process without visiting the branch. Please find more details on the account opening process and list of credible banks in Singapore.
• Hong Kong is known for having notoriously difficult bank account opening procedures (particularly in comparison to Singapore) for non-locals.
• Creating an account in both countries usually takes about two to three weeks for non-locals if you have all the required documents and are aware of the procedures.

Singapore

Hong Kong

Tax system

Territorial tax system + tax on certain foreign-source income that is subject to tax upon remittance to Singapore.

Territorial tax system.

Number of double tax treaties

88 DTAs

44 DTAs

Corporate income tax

17%. But the effective tax rate is usually lower due to various tax incentives and tax exemptions available to Singapore-resident companies. For example, under the startup company scheme, new companies that meet the qualifying criteria receive the following tax exemption for the first three consecutive YAs:

• 75% tax exemption on the first S$100,000 of taxable income and
• additional 50% exemption on the next S$100,000 of taxable income.

• 8.25% on assessable profits up to HK$2 mln. and
• 16.5% on any part of assessable profits over HK$2 mln.

Goods and services tax

7% (only businesses that exceed S$1 million in annual taxable turnover are required to register).

None.

Capital gains tax

None.

Withholding tax

Dividends — none.

Interest — 10% on gross interest paid to non-resident with no business operation in Singapore.

Royalties — 10% on gross royalty paid to non-resident with no business operation in Singapore.

Dividends — none.

Interest — none.

Royalties — 16,5% on either 30% or 100% of gross royalty depending on qualifying conditions.

Foreign-sourced income tax

Formally, Singapore resident companies are taxed on profits derived abroad which are then remitted to Singapore. However, in most cases if such profits were taxed abroad, they are not taxable in Singapore under the Foreign tax credit scheme or tax treaty.

None.

Singapore

Hong Kong

Singapore obliges all companies to maintain an internal register of controllers that is a private company document, and periodically submit the relevant info to the central, non-public register of company controllers.

A controller is defined as an individual or entity that has “significant interest” or “significant control” in a company. In most cases it means a person who holds more than 25% of the issued shares.

Please find more details on who belongs to the category of “controller” and what data should be submitted to the register in our article.

Each company incorporated in Hong Kong must keep an internal significant controllers register.

Controllers in most cases are also persons who hold more than 25% of the issued shares.

The data to be kept in the register is similar to what is required in Singapore both for individual and corporate controllers. You are welcome to see more details on this topic.

Singapore

Hong Kong

General meetings

Singapore and Hong Kong companies have similar rules regarding general meetings. They are required to hold yearly Annual General Meetings (AGMs) of their shareholders unless they have chosen not to hold such a meeting by passing a shareholders’ resolution. In such a case, all matters ordinarily dealt with at the AGM can be settled through the passing of written resolutions.

In both jurisdictions, the company has to conduct the first AGM within 18 months from the incorporation date. Subsequently, it has to hold the AGM every calendar year, but the period between two annual general meetings must not exceed 15 months.

One of the main purposes of the AGM is to consider the company’s financial statements.

You are welcome to see more details on company AGMs in Singapore.

Financial statements

All companies must prepare and present yearly to the AGM financial statements that comply with the Singapore Financial Reporting Standards (SFRS), which are similar to the International Financial Reporting Standards (IFRS).

By general rule, statements should be audited. Small and dormant companies that meet certain criteria can prepare unaudited financial statements.

The financial statements include the following documents:

• Report of Directors
• Auditor’s Report (if necessary)
• Statement of Comprehensive Income
• Statement of Financial Position
• Cash Flow Statement
• Statement of Shareholder’s Equity
• Corresponding Notes to Financial Statements
• Please find more details on the submission of financial statements in Singapore.

A company registered in Hong Kong must as well keep a full record of its accounting transactions. All financial transactions must be entered in the accounting records in accordance with the Hong Kong Financial Reporting Standards. The statements should be approved yearly by the AGM.

The financial statements should be audited by a Certified Public Accountant in Hong Kong. The exemptions affect small firms that meet certain criteria.

The audited financial statements must include:

• Report of Directors
• Auditor’s Report  (if necessary)
• Statement of Comprehensive Income
• Statement of Financial Position
• Cash Flow Statement
• Statement of Comprehensive Income
• Statement of Changes in Equity

Filing of annual return with Companies Registry

Singapore laws require all companies to file an Annual Return with ACRA within 30 days of holding an AGM.

A Hong Kong company must annually file its Annual Return to the Companies Registry within 42 days of the incorporation date anniversary.

An Annual Return is a set of documents containing the following basic details of the company, similar in both jurisdictions:

• Company name and registration number
• Registered office address
• Share capital
• Principal activities
• Registered office address
• Details of company officers (directors, secretary)
• Shareholder details, share capital, etc.
• Annual financial statements

You can find more details on the Annual Return in Singapore.

Filing of annual tax return

An annual tax return is a document you file with the Inland Revenue Authority of Singapore, which is the government agency responsible for collecting taxes. The document is reporting your income, profits and losses of your business, and other deductions as well as details about your tax refund or tax liability.

Annual tax returns in Singapore include two filings:

• Estimated Chargeable Income that must be filed within 3 months of the company’s financial year-end
• Corporate income tax return, which must be filed by November 30 for paper filing or by December 15 for electronic filing.

Find more info on the annual tax return in Singapore.

Every Hong Kong company must also complete and lodge the Profits Tax Return (PTR) with the relevant state agency — the Inland Revenue Department. The basic information contained in the PTR is the same as in Singapore.

For newly formed companies, the PTR must be filed within a maximum 18 months from the incorporation date, then every 12 months after the first tax return is filed.