A key element contributing to Singapore’s appeal is its corporate tax system, designed to encourage entrepreneurship and investment. 

This article provides an overview of the foundations of the corporate taxation landscape in Singapore, focusing specifically on compliance timelines, tax rates and statutory concessions available to all companies incorporated in Singapore.

Understanding Singapore’s Corporate Tax Structure

Singapore operates on a territorial tax system, meaning that only income generated within the country is subject to tax. This approach is conducive for businesses trading internationally, as income derived from foreign sources are generally exempt from tax. 

We will consider foreign-sourced income in a future article.  However, it is important to note that such income may still be subject to taxation in Singapore under certain circumstances.  The most common instance is where the foreign-sourced income is remitted into a bank account located in Singapore. 

The corporate tax rate in Singapore is currently a flat 17%.

However, there are statutory concessions that result in an effective rate of tax closer to 15% for SMEs operating from Singapore. 

There is no Capital Gains Tax (CGT) regime in Singapore, so the disposal of capital assets by a Singapore company are not subject to tax.

Singapore Corporate Tax Terminology

Before we go further, a quick overview of the Singapore corporate tax terminology:

a) The Singapore financial year ends on 31 December, however a company is able to elect to use another date throughout the year (e.g. 30 June) so that the tax compliance cycle is aligned to a parent company in another jurisdiction.

b) Year of Assessment (YA) refers to the year in which the company will receive a Notice of Assessment from the Inland Revenue Authority of Singapore (IRAS). As an example, the YA 2025 refers to a financial year which ends during the 2024 calendar year. 

c) Estimated Chargeable Income (ECI) is a submission due three months following the end of your financial year and acts as a preliminary estimate of what tax will be payable upon the filing of the corporate tax return. This is an additional submission to the annual company tax return.

Singapore’s Lodgement Timeline

The annual lodgement deadline for company tax in Singapore is as follows:

a) Lodgement Of ECI – three-months following the end of the company’s financial year.

b) Annual Company Tax Return – 30 November in the YA.

Singapore Company With A 31 December Year End

If a company adopts the default Singapore financial year which starts on 1 January and concludes on 31 December of a calendar year, then  for the financial year ending 31 December 2024, the due dates for submissions to IRAS are: 

a) ECI is due by 30 March 2025; and 

b) Company tax return is due by 30 November 2025.

Singapore Company With An Elected Year End

If we assume that a company has a 30 June 2025 year end, the two lodgement deadlines are

a) ECI – due by 30 September 2025

b) Company tax return – due by 30 November 2026

As the Company’s year end is within the YA2026, the tax return is due in 30 November 2026. 

Statutory Concessions Available To Foreign Owned SMEs

Partial Tax Exemption

As the name suggests, the Partial Tax Exemption makes a portion of a company’s first S$200,000 of taxable income exempt from taxation for each YA. 

The Partial Tax Exemption is available to all companies which are incorporated in Singapore.  Thus, a foreign company is not able to access this concession as it is not incorporated in Singapore. 

The current exemption is calculated as:

   – Exemption of 75% for the first S$100,000 of chargeable income.

   – A further 50% exemption on the next S$100,000 of chargeable income.

Meaning that the first S$125,000 of taxable income is not subject to tax.

Start-Up Tax Exemption (SUTE)

In the same vein as the Partial Tax Exemption, the Start-Up Tax Exemption allows for a portion of a company’s first S$200,00 exempt from taxation for its first three financial years. 

Qualifying new companies incorporated in Singapore can enjoy additional tax exemptions under the Start-Up Tax Exemption scheme. 

For the first three years of assessment (YA), qualifying companies may receive:

   – Exemption on the first S$100,000 of chargeable income.

   – A further 50% exemption on the next S$200,000 of chargeable income.

For the first three YA, the company will be exempt to pay tax on the first S$200,000 of taxable income. 

To qualify for this Start-Up Tax Exemption, your company must meet all of the following requirements:

a) Incorporated in Singapore; and

b) Derive trading income; and

c) Be a tax resident of Singapore; and

d) Have at least one individual owning at least 10% of the company – this individual does not need to be a tax resident of Singapore.

Given the requirement for an individual shareholder to qualify for the Start-Up Tax Exemption, it is important to consider the long-term implications from owning the shares in this manner.

Some of the issues to consider include:

– From an asset protection perspective, there may be a preference for the shares not to be held by an individual Founder; 

– In the event of a future disposal of the shares, the resulting tax payable (for example, capital gains tax) may exceed the benefits arising from the concession;

– In many cases, new companies often fail to generate significant income in the initial years of operations, and thus fail to maximise the benefits provided by the Start-Up Tax Exemption.

Key Takeaways For Foreign Owned SMEs

The key considerations for foreign owned SMEs operating in Singapore include: 

• Singapore operates on a territorial tax system which generally means that only income sourced in Singapore is subject to taxation. 
• Foreign-sourced income which is remitted to a Singapore bank account may still be subject to tax in Singapore at the 17% rate. 
• While the standard financial year ends on 31 December, a Singapore company is able to align its year end to a date which matches related companies based in other jurisdictions. 
• There are two forms of tax exemption available to companies incorporated in Singapore which reduces the effective corporate rate of tax.
• Whilst the Start-Up Tax Exemption provides a more generous concession, there are long-term planning and commercial issues to be considered before deciding to structure the company in a way to qualify for this concession. 
• The ECI return is due 3 months after the end of the financial year. 
• The annual corporate tax return is due on 30 November in the YA. 

“I don’t understand, Boon – we offered the landlord the price they wanted and agreed on everything last week, but now they don’t want to proceed because the share capital in the company is only $100.  Don’t they realise we are a multi-billion dollar shipping company?” 

This is a common issue for many companies entering the Singapore market who are unfamiliar with the local culture and protocols. A key aspect of Singapore’s corporate culture is the company’s share capital level. 

While many foreign jurisdictions are familiar with the idea of a “$2 company,” approaching Singapore with the same mindset will likely limit their ability to operate in Singapore.

The amount of share capital you inject into your Singapore company reflects how serious you are about building your presence in this market. If your company has a low share capital value, the market view is that you are not fully invested in Singapore as a market for your company. 

Your company is viewed as a risky counterparty to any agreement because it appears to have limited working capital to meet the company’s ongoing running costs. 

Share Capital vs. Loan 

Your counterparty in Singapore prefers share capital rather than a loan injection because share capital is more permanent and is covered by statutory provisions under the Companies Act 1967. 

Whilst the Companies Act does allow for a capital reduction, the process is covered by provisions that include the need for the company to be solvent when the capital reduction is made and, in some instances, approval from the company’s creditors and the court. 

In contrast, loans are usually undocumented and can be called upon for repayment at any time by the lender. 

The barriers to taking out the funds as share capital are higher than for a loan – the most significant being the costs involved to engage lawyers and company secretaries.  

Who Looks At Share Capital?

The share capital of a company is usually reviewed in the following circumstances: 

1. Opening A Bank Account – Singapore is renowned for its strong and secure banking system. The process of opening a bank account goes through a compliance review, which prefers to onboard a company with at least S$10,000 of share capital. 
2. By The Ministry Of Manpower When Assessing An Application To Sponsor A Foreigner On A Working Visa – A key obligation for a company sponsoring an individual on a working visa is the payment of their monthly salary.  It is not unusual for the Ministry to request that share capital equal 6 – 12 months of the gross salary figure for the sponsored employee. 
3. Suppliers (Including Landlords) Looking To Enter Agreements With The Singapore Company – When dealing with a new company, it is common for landlords only to enter into agreements with companies with an amount of share capital that reflects the planned operations (including the payment of rent) to minimise their exposure to risk. 

In Summary

The key consideration regarding share capital that companies need to consider include: 

1. The amount of share capital reflects how seriously a business is invested in making its mark in the Singapore market.
2. An injection of share capital is preferrable as it is viewed as more permanent than a loan, which can be quickly repaid.
3. If you are applying for a working visa for an employee, it is recommended that the share capital be equal to at least half of the total salary payable to the employee.
4. Given the importance of share capital, it is crucial that you have sufficient savings to inject such funds into the Singapore company’s bank account. 

CONSIDERING EXPANDING YOUR BUSINESS TO SINGAPORE?

Singapore is a popular location for global businesses, offering a strategic location, robust legal framework, stable government, highly regulated financial system, and pro-business environment.

Whether you’re from Australia, the US, UK, or elsewhere, setting up a business in Singapore offers numerous advantages that make Singapore an appealing location.

ONLINE GUIDE – SETTING UP OR EXPANDING YOUR BUSINESS TO SINGAPORE

In a podcast episode of Barely Legal in Web 3, hosted by Jamilia Grier, Boon Tan, the managing director of CST Tax Advisors, and Chris Holland from Holland & Marie discussed the crypto tax issues and challenges in the Web3 space.

In this episode, our tax experts discussed how to successfully launch token offerings and how the crypto tax system works in Singapore. Gain valuable insights as they delve into the tax issues facing crypto businesses to avoid common pitfalls.

You may also listen to the podcast on Spotify.

Here is a link to the podcast transcript.

Our CST Managing Director, Boon Tan joins MoneyFM 89.3 Breakfast Show in Singapore with host Audrey Siek to discuss “How to Successfully Scale your Business Overseas”.

Delve into the key strategies and tax obligations in the foreign market for Singaporean businesses looking to expand to Australia, the US, and regional Asian markets. Boon also discusses the risk of premature scaling and employment-related aspects that businesses should consider when expanding into the global market. 

Listen to the podcast on Spotify.

The podcast transcript is available here.

Boon Tan, Managing Director of CST in Singapore, recently joined Hemandra Tanapalan, Chief Executive Officer at Mstige Holdings, to discuss the intricate world of Web3. Together they unpack the tax implications of trading NFTs, investment strategies, and the vibrant community dynamics within the space.

In this podcast, Boon delves into topics such as DAOs, GameFI, and opportunities for additional income in Web3. Learn how to manage crypto and NFT profit taxes while navigating the evolving landscape of decentralized finance.

Listen to the podcast on Spotify.

To get the podcast transcript, click this link.

Our Managing Director in Singapore, Boon Tan, will be participating in Singapore Global Network’s “Relocation to Singapore” webinar.

The webinar is designed for foreigners relocating to Singapore, including job seekers, trailing spouses, and students.

Boon will be joined by Ms Marina Lopes, who has been residing in Singapore with her family since 2021. Boon and Marina will guide you through the process to ensure you embark on your Singaporean adventure with confidence.  

Hear from the personal experiences of those who have made the move, on various topics such as housing, transportation, children’s education, navigating work culture, social norms, and career options for trailing spouses.   

Whether you’re in the initial stages of planning or have already made the decision to relocate, we aim to assist you in assimilating seamlessly to our beautiful island, Singapore!  

Event sign up page: https://community.singaporeglobalnetwork.gov.sg/events/4585

In June 2023, the Ministry of Finance released a draft of the Income Tax (Amendment) Bill 2023. The contents of this Bill cover the announcements made in the 2023 Budget Statement and amendments which will bring the Singapore Tax Act inline with international standards. 

A key proposal in this Bill is the introduction of taxation on capital gains made from the sale of foreign assets, after 1 January 2024, where the proceeds are received in Singapore without the company having sufficient economic substance in Singapore.  

Section 10L, if enacted by parliament, is to align Singapore with the European Union Code of Conduct Group guidance in respect to these types of transactions.

Companies Affected by the New Legislation

Currently Singapore does not have a capital gain tax regime – meaning that profits derived from capital transactions, such as the sale of real estate, equipment, rights are exempt from taxation. 

The absence of capital gains tax has made Singapore a popular location for companies to hold assets which are based outside of Singapore and exploited for the benefit of the consolidated group. It is important to note that this provision only applies to Singapore companies which are part of a wider consolidated group. Meaning that the use of Singapore as a jurisdiction to establish a special purpose vehicle company may still be appropriate. 

The key points regarding the application of the provision are:

1. The Singapore company which has disposed of the foreign asset must be part of a consolidated group. The company will be a member of a consolidated group if its financial accounts are consolidated by the parent entity.
2. The group in question must have at least one member which operates its business outside of Singapore. 
3. The foreign capital gain is either: 
   • Remitted to a Singapore bank account; or 
   • Applied against any debt incurred in relation to the operations carried out in Singapore; or 
   • The value of any immovable property brought to Singapore which has been acquired using the proceeds from the capital gain.
4. Provision for IRAS to apply the market value to a transaction where it deems that the disposal of the asset was not undertaken on an arm’s length basis.

Exclusion of Some Industries and Exemptions

As a major commercial hub in the world, the proposed Bill does provide for the exclusions of some industries (e.g. financial) and Groups which have been awarded concessionary or exempt tax status. 

Where a company does not fall into these exemption categories, the Bill does define an “excluded entity”, which would not be subject to this change. This definitional exclusion is where the economic substance test comes into play. 

The definition allows for pure equity holding companies, and non-pure equity holding companies. A pure entity holding company’s main function in the group is to hold shares and derive income from dividends and the disposal of shares. 

If the company is a pure equity holding company, to be excluded from Section 10L, it must demonstrate that:

1. The company complies with its annual lodgement obligations, and 
2. The operations are managed and performed in Singapore. 

For a non-pure equity holding company, there are additional conditions to satisfy:

1. The company carries on a trade in Singapore; and
2. Operations are managed and performed in Singapore; and 
3. There is sufficient economic substance in Singapore taking into account: 
   • The number of employees in Singapore performing the operations; 
   • The qualifications and experience of the employees in Singapore; 
   • The amount of business expenditure incurred in Singapore relative to its income; 
   • Whether key business decisions are made in Singapore. 

Should the Bill pass as drafted, a greater emphasis is required on multinational companies to ensure that they establish themselves appropriately in Singapore, with an office, employees, and senior management. Demonstrating the significance of the Singaporean operations will be key to ensuring that concession tax regimes are accessible. 

It should be noted that the introduction of Section 10L is primarily an anti-avoidance measure and not a hindrance to the many businesses that choose to expand to or establish operations in Singapore.

Expanding overseas is a big, and often complicated step for any business to manage. Singapore has many appealing features as a business location, including appealing tax rates, a strong economy, and a desirable location. As it is a move abroad, you may find the tax system is completely different to the one you are familiar with.

There are five key tax items that you need to understand when making the move to expand to Singapore. This includes:

1. Tax residency in Singapore 
2. Tax provisions
3. Foreign income (from Singapore’s perspective)
4. Withholding taxes 
5. Double tax agreements

1. Corporate Tax Residency

In Singapore, corporate tax residency is determined by the location where the business is controlled and managed. Control and management of the company is looked at from the strategic board level of operations, rather than the day-to-day management of the business. This means that while assessing the location of control and management can be complex, the primary way this is assessed is by considering the physical location of company board meetings.

Given the different tax jurisdictions may have different tax laws surrounding residency, make sure you are familiar with your local regulations regarding residency as well. Otherwise you may face unintended conflicts regarding the residency of your company.

For a more in depth look at Corporate Residency in Singapore, read our “Corporate Tax Residency in Singapore: Understanding the Tax Residency of Your Company” article.

2. Inland Revenue Authority of Singapore (IRAS) Can Issue a Certificate of Residence to Allow Companies to Access Double Tax Treaty Provisions

To certify that your company is a Singapore tax resident, you can apply for a Certificate of Residency (COR) from IRAS. This ensures you can claim benefits under a double tax agreement between Singapore and another jurisdiction. 

Note that a COR is not available for nominee companies or companies that are a branch of a foreign company.

Since a nominee company merely acts on behalf of the foreign beneficial owners, the beneficial owner of the income resides in a foreign jurisdiction.

A Singapore branch of a foreign company is controlled and managed by an overseas parent company.

The company must be able to meet the legislative provisions of Singapore corporate residency to be entitled to a COR to be issued.

3. Foreign Sourced Dividends, Branch Profits, and Services Income is Exempt from Singaporean Tax if not Remitted into Singapore

Due to Singapore’s foreign tax laws, there is a significant advantage to a multinational company being based in Singapore.

When your business is a Singapore resident, your foreign income may be completely exempt from Singaporean tax. However, this only applies if the foreign income relates to investments or offshore operations, and the income is not remitted into Singapore.

Note that foreign income generated from business trading or operations related to the business in Singapore is taxable in Singapore, regardless of whether it is remitted to Singapore or not. 

Specified foreign investment income (foreign sourced dividends, foreign branch profits and foreign sourced service income) that is remitted into Singapore is exempt from tax in Singapore. For the exemption to be granted all 3 of the following conditions must be met:

1. The foreign income must have been subject to tax in the foreign jurisdiction.
2. The foreign tax in the country of origin must be at least 15% at the time the foreign income is received in Singapore.
3. The Comptroller of Income Tax must be satisfied that the tax exemption is beneficial to the Singapore tax resident company.

If all of these conditions are met then this income will not be taxed in Singapore when it is remitted.

By excluding these specified foreign investment income from assessment in Singapore, your company may benefit from a reduction in compliance regulations and potentially complex tax calculations.  

For more information on remitting foreign income into Singapore, read our “Remitting Revenue In and Out of Singapore: Corporate Tax Obligations” article.

4. Withholding Taxes

No withholding taxes are applicable on dividends paid by Singaporean companies to its foreign shareholders. Corporate taxes are paid by the company, which is then able to pass on the net profits to the shareholders as dividends without additional tax requirements.

Withholding taxes may be payable on certain types of payments made by a Singaporean company including royalties, loan interest, management fees, rent for movable property (e.g. ships).

5. Singapore Has a Wide Double Treaty Network

Double tax agreements help ensure that your business does not pay excessive taxes when taxes are required in both a source country and the country of residence. 

Singapore has a wide double treaty network. This assists companies based in Singapore to expand globally by reducing the application of withholding taxes on interest, and dividend and royalty payments made into Singapore.  It also assists foreign businesses expanding into new locations by allocating tax jurisdiction priorities.

Whether your business is a Singapore resident or a foreign resident, you may be impacted by the different tax jurisdictions assessing your Singapore business income.

For more details on the Singapore Double Tax Agreements, read our “An Overview of the Singapore Double Tax Agreement” article.

Expanding to Singapore

Expanding to Singapore, like expanding to any overseas country, can be a complex undertaking. You need to consider local Singapore laws, as well as laws in your country and other countries that the company may be involved with.

If, from a Singaporean perspective, your company is managed and controlled overseas, is a branch of foreign company, or is merely a nominee company with the real beneficiaries being located overseas, you may not qualify as a Singapore resident company. This means your company will miss out on the tax advantages of Singapore residency. 

Talk to international tax experts to get qualified tax advice from all tax jurisdictions to ensure you set up and run your business expansion the way you intend. 

Singapore is a popular location for companies looking for a central base for their international operations. With a corporate tax rate of 17%, reduced even further by tax exemptions, and no capital gains tax, Singapore has one of the lowest and simplest tax systems in the world. 

In addition to the tax advantages, Singapore has a strong local economy, stable government, respected financial industry and desirable geographical location. This all creates a strong incentive for multinational businesses to choose Singapore as a jurisdiction to set up a regional hub, or for the relocation of their global headquarters.

If you’ve weighed your options and chosen Singapore as the location for your business, you need to understand corporate tax residency for Singapore Companies.

Corporate Tax Residency in Singapore

To benefit from the tax advantages of being a Singapore tax resident, your company needs to actually be a resident in Singapore. This means that the actual control and management of your company must be physically located in Singapore.

It is not enough to have the day-to-day management of the business only located in Singapore. When it comes to tax residency, it is the strategic board level of operations that determines the location of the control and management of the company. While properly assessing the location of control and management can be complex, the primary method of assessment is the physical location of company board meetings.

This means that as long as the company’s Board meets in Singapore, the company is likely a Singapore tax resident.

Inland Revenue Authority of Singapore (IRAS) Certificate of Residence

Companies that are controlled and managed within Singapore, can apply for a Certificate of Residency (COR) from IRAS. This gives certainty about your Corporate Residency and ensures you can claim any benefits to which your company would be eligible under an avoidance of double taxation agreements.

Nominee Companies and Branches of Foreign Companies Cannot be Singapore Residents

Note that nominee companies and branches of foreign companies cannot request a COR. This is because nominee companies and branches of foreign companies are merely acting on behalf of their foreign resident owners and therefore not genuinely being controlled and managed within Singapore.

Corporate Tax Rate is 17%

The corporate tax rate for resident Singapore companies is 17%. This makes it amongst the lowest tax rates in the world.  

Singapore charges income taxes on the net profits of your company, meaning you need to calculate your income less eligible deductions to determine the total tax payable. In Singapore, “chargeable income” is the term used for this net taxable profit.

In addition to this low tax rate, companies may be eligible for various tax offsets. These offsets can bring your effective company tax rate down to around 15%.

The  first SG$10,000 of your company’s chargeable income is 75% exempt from tax.

The next SG$190,000 is 50% exempt from tax.

While this is not quite the same as having an initial tax-free amount, it ultimately has a similar effect by ensuring that part of your company income is not taxed.  

In addition to this general reduction in taxes, eligible start-up companies (not including property development and investment holding companies) can access even higher tax exemptions during their initial three years of operations. These companies are 75% exempt from tax on the first SG$100,000 and 50% exempt from tax on the next SG$100,000.

GST is 8% from 1 January 2023 and 9% from 1 January 2024

Any company that has a turnover in excess of S$1million, is required to register for GST. Your company may also be liable for GST registration under the Reverse Charge and Overseas Vendor Registration.

GST is currently charged at a flat rate of 8%, and will increase to 9% from 1 January 2024. However, there are some exemptions on certain goods and services.

For more information on GST, read our “What you need to know about GST in Singapore: Registering, Charging GST and Filing GST Returns” article.

Tax Losses

If your company makes a tax loss you can usually carry this forward to reduce the chargeable income of future tax years.

Alternatively, subject to certain conditions, you may be able to carry back up to SG$100,000 in qualifying deductions to apply against previous year profits.

To carry forward tax losses, at least 50% of your company’s issued shares must remain owned by the same shareholder/s (so that primary ownership and control of the company is the same). Note that shareholders refers to the shareholders of the ultimate holding company.  

To carry losses back, both the same trade and continuity of shareholding tests must be passed. This means that as well as passing the shareholder test, the company’s principal business activities must continue to be the same.

Capital Gains are Not Typically Taxed

One of the biggest tax advantages of a Singapore company is that there is no capital gains tax.

This means that any capital assets held and used in Singapore can be sold without any tax consequences. Note that this typically only applies to assets held for at least two years. Assets that are held for under two years are typically regarded as trading assets (unless sold due to closing the business). An asset may also be considered a trading asset if extensive work was done on the asset to enhance it for sale as this indicates it was purchased with a profit motive, rather than with an intention to utilise it as a long term asset in your business.

For more information on capital vs trading assets, read our “Capital Asset vs Trading Asset: The Differences and Tax Obligations of Each” article.

Foreign Operations

It is important to note that when your Singapore company operates, or sells products or services in foreign locations, the company may also be subject to the foreign tax requirements under those tax jurisdictions. Most countries will have double tax agreements in place to limit the amount of tax to the higher rate of tax applied by either Singapore or the foreign location.

Singapore Tax Residency

In summary, Singapore corporate tax residency is primarily determined by the physical location of the strategic control and management of the company. 

In essence, this means that your board must hold the board meetings in Singapore. As a Singapore tax resident your company will benefit from low corporate tax rates and no capital gains tax. 

However, if the company also trades overseas, there will be foreign taxes to be dealt with. The impact of foreign tax requirements may be mitigated by double tax agreements. Find out more about the double tax agreements in our “An Overview of the Singapore Double Tax Agreement” article.