A client recently asked us how to convert their business from a sole proprietorship to a Singapore private limited company. In Singapore, you can use the following business structures or entity types to register a company in Singapore and maximise tax benefits. This is because the shareholders own a private limited company through the ownership of its shares. As long as you are a legal person who is at least 18 years old and is either a Singapore Citizen, Singapore Permanent Resident (PR) or EntrePass holder, you are in the correct position to embark on a new sole proprietorship. When your private limited company is liable to be GST-registered or wishes to register voluntarily, you should apply for GST registration online at myTax Portal within 30 days of the date of transfer and submit your latest ACRA business profile together with your application. It is always advisable to convert sole proprietorship into a private limited Singapore company. Of course, before you can transfer the shares of any company in Singapore, you will first have to own a Singapore-based company. The sole entrepreneur searches another minded individual to carry out the business jointly. When you change the business constitution from sole-proprietorship to private limited company, there is a transfer of business from the sole-proprietor (you) to the private limited company (a separate legal entity). Our incorporation team will see to it that every matter related to your new company’s incorporation in Singapore is properly addressed. Online Application for GST The company doesn't own assets or sign contracts – you do. The transferor is the existing shareholder who is relinquishing shares. Any individual over the age of 18 can form a company in Singapore. Since a sole proprietorship represents the owner of the business, you cannot actually transfer a sole proprietorship to someone else. But by following the above mentioned, he can escape from the upcoming consequences made by the new owner. So the proprietor has to note down … When a business has changed its name and / or registered office address, the change is to be filed with the Accounting and Corporate Regulatory Authority (ACRA) online via BizFile. This is the reason because of which the person who desired to launch its product or service in the Market solely, found Sole proprietorship as the best business structure. Converting actually means closing down your sole proprietorship and opening a new company. As a result, the transferee may become liable to be GST-registered on the date of transfer. Such transfers are to be conducted through the use of a SingPass or CorpPass. number. Owners of sole proprietorships, partnerships, and private limited companies transfer their ownership of such entities in different ways. Company Incorporation with Employment Pass, Company Incorporation with Nominee Director, Tech work pass Singapore – New work pass in Singapore, Transferring Ownership of a Sole Proprietorship or Partnership, Transferring Ownership of a Private Limited Company. If the new business constitution (i.e. Singapore citizens or permanent residents may register a Sole Proprietorship. The transfer of shares in Singapore also has to be as per the procedures laid down by the regulating authorities. You need to inform us if your company is undergoing the following changes that result in a change in the CPF submission number: Changing to another type of business entity (e.g. Private Limited Company (Pte Ltd) You can't sell a sole proprietorship; you can only sell the business assets. Prepare the transfer instrument and file it at the Singapore Land Authority with the relevant title document. Foreign individuals and companies may also register a Sole Proprietorship but must appoint a local resident manager. As the owner of the sole proprietorship, you will need to write a letter you have no objections using the business name to become the name of a private limited company. I am a EU citizen married to a Singapore citizen. incurred on purchases. Such transfers are to be conducted through the use of a SingPass or CorpPass. You may have separately requested for GST-related correspondences (including any refund cheques) to be sent to another address (i.e. change in sole-proprietor) takes place, there is a transfer of business from one person to another person. When the business is transferred as a going concern, the transferee is treated as having carried on the business before and after the transfer for the purpose of determining his liability to be GST-registered. Basic Facts About Incorporating a Singaporean Company. A sole proprietorship in Singapore does not constitute a separate legal entity therefore it is not distinct from the owner/proprietor. This is the simplest business ownership form for relocating to another state. It is the easiest form of business to set up. If you plan to transfer business ownership, or if there are any changes to the particulars of the Sole-Proprietorship or Partnership, you (sole-proprietor/partner or authorised representative (if any) ) must lodge the changes with the Registrar online via BizFile+ using SingPass or CorpPass within 14 days from the date of the change. Most first time and small entrepreneurs chose this entity type , because of the simplicity of setting up and negligible compliance norms. myTax Portal for the new partnership business. In some private limited companies, different classes of shares exist. Prior to death, the sole proprietor may also transfer his ownership interest in the business assets to someone by other means, such as a revocable trust or gift. Box and foreign addresses cannot be accepted as GST mailing addresses. Every transfer of share ownership in Singapore will involve the input of both a transferor and a transferee. For changes filed with ACRA between 31 Mar 2019 (Sunday) to 6 Apr 2019 (Saturday), IRAS' records will be updated by 12 Apr 2019 (Friday). within one week from when the company's particulars were updated with ACRA, please send the company's latest business profile via myTax Mail (log in to  To transfer your licence: Prepare a declaration stating your intention to sell or hand over the business to the proposed licensee. apply for GST registration before the date of transfer. The sole proprietorship, as a whole business, cannot be transferred. Late notification [of changes] will face a penalty. So the sole proprietor can transfer his ownership at will to the other person. IRAS will update its records based on the information filed with ACRA as follows: If you are expecting a tax refund or correspondence from IRAS, i.e. Here’s how in four simple steps. The transferee is the person or entity to be the intended recipient of the shares which the transferor is transferring. This stamp duty is either charged against the actual price of the shares or the shares’ value, whichever happens to be higher. How can a person transfer ownership of a Singaporean company? Apply a Dependent pass for spouse, children and parents. Hi Rossa, You can choose submit an appeal to ICA if ... What should I do after PR application was rejected? transferee should not charge GST using the transferor's GST registration a lawsuit against the Sole Proprietor is one against the owner; The business owner has unlimited liability (i.e. myTax Portal) within 30 days of the change: When there is a new partnership business set up with the same composition of partners, please also submit your Online Application for GST Registration at For details on liability to be GST-registered, please refer to Do I need to register. When a business is transferred, there will usually be a transfer of the business assets. transferee apply for GST registration before the date of transfer). To determine if any transfer of assets from transferor to transferee is subject to GST, please refer to transferring businesses. Some business owners who find themselves in such a predicament might choose to dissolve the company, thus ending the company’s existence forever. There is no need to inform or update IRAS separately of the change in name or address. transferee) has been set up before the date of transfer, the transferee may If this is done after more than 14 days elapses, a fine will be imposed on the person who initiated the transfer. Before the actual transfer of ownership may take place, the sole proprietor, one or more of the partners, or an authorized representative is to lodge any changes to the business ownership online; this is also done via BizFile+. change in sole-proprietor) takes place, there is a transfer of business from one person to another person. The proposed licensee must apply for a new EA licence using GoBusiness Licensing. In a sole proprietorship, only one person owns the company. You can sell your sole proprietorship or transfer it to another person, just like any other business, but if the recipient of the business is a spouse, keep in mind that you are only effectively transferring responsibility for business operations. If the transferee is not GST-registered, he is not allowed to claim GST Ownership transfers of private limited companies in Singapore take place in the form of share transfers. Unlike a corporation, there's no legal difference between a sole proprietorship and its owner. The transferor should log into myTax Portal and complete the online application, Cancel GST Registration, within 30 days of the date of transfer . Such transfers are to be completed within 14 days of the date on which the change took place. How to Incorporation a Subsidiary in Singapore, Incorporate Offshore Company In Singapore. The only thing you can carry on is the name. Any confirmation of a transfer of ownership of a sole proprietorship or partnership in Singapore is to be done online via BizFile+. IRAS and ACRA are working together to explore having ACRA transmit the information to IRAS in future as part of our broader collaboration with ACRA to have a common point for obtaining companies' details. To view/update the GST mailing address, the authorised "Approver" should: Please note that P.O. You have to separately inform ACRA and IRAS when there is a change in your financial year end: It is important that you inform IRAS of the change in your financial year end as your GST accounting period may have to be adjusted. It is important for business owners all over the world to know just when it is in their own, as well as their business’s, best interests to no longer be the owner of their company. The share transfer generally involves directors’ resolution, the transferor (seller) and transferee … We li... 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