Incorporating a company in Singapore

This guide is designed to provide you with detailed information about incorporating a company in Singapore. It details the various registration requirements, procedures, and likely timeline for registering a company in accordance with Singapore’s initial and ongoing regulatory requirements.

Registering as a Private Limited liability company in Singapore is the best possible choice for foreign companies as it is recognized as a separate legal entity and shareholders are not liable for any debts incurred beyond the share capital already contributed.

A properly structured Private Limited company enjoys tax efficiencies and little limitations when conducting business in Singapore.

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RELATED READING: 5 Reasons to Set Up Your Business in Singapore

Minimum Setup for Incorporating a Company in Singapore

• Shareholder (individual or corporate entity) – 1
• Resident Director – 1
• Company Secretary – 1
• Initial paid-up share capital of at least S$1
• A physical Singapore registered office address

What to inform your service provider before registering a company in Singapore?

Company Name

ACRA is an organization that will inspect your company name and it has authority to approve company name. You need to purpose your company name to ACRA. It will reject a proposed company name for the purpose of incorporation company in Singapore if:

• identical to another existing Company Name
• undesirable
• similar to established Names or trademarks such as Coca-Cola and Temasek

Shareholders

For registering a company in Singapore, you need to have a minimum of one and a maximum of 50 shareholders for a Singapore Private Limited Company. Shareholders can be  foreigners or local Singaporean, person or a corporate can tilted as shareholder either by subscribing for shares in the company or by purchasing the company’s shares. Details of shareholders will appear on public records.

Resident Directors

To Incorporate a company in Singapore, You must have at least one director who is resident in Singapore, which means a Singapore citizen, Singapore permanent resident or a person who holds an Employment Pass/EntrePass  with a residential address in Singapore. Following that the director should not be bankrupted or convicted for any criminal malpractice in the past. He/she should be at least 18 year old. Directors can also be shareholders or vice versa.

Company Secretary

If you wish for incorporating a company in Singapore, You company must have company Secretary to ensure regulatory compliance. Singapore companies states to appoint secretary within six months of incorporation. Secretary should be “ordinarily” resident in Singapore.

Share Capital/Paid-up Capital

S$1 or its equivalent in any currencies is the minimum paid-up capital for registration of a Singapore company. The minimum issued capital is one share of par value. “Bearer” shares or “No par value” shares are not permitted. You can increased Share or paid-up capital anytime after incorporation of the company.

Registered Address

For Incorporating a company in Singapore you must have a physical address  and  cannot be a PO Box of your company at which the company is to keep the various registers that it is required to maintain under the law. The address will also be considered as official place to send all notices and official documents.

You can use residential address but that depends on your business category.

Governance Structure

The governance structure of a company and the interrelationship between the company and its shareholders is governed by the company’s constitutional documents (the Memorandum of Association and the Articles of Association) as well as by the provisions of the Companies Act. Note that as of 1/1/2016, the memorandum and articles of association will be merged and renamed into a single document called the “Constitution”. All existing companies incorporated prior to the date, will not be required to merge the documents and simply can continue with their current M&A. It is also not uncommon to find the members of companies (usually in joint venture arrangements) entering into ‘shareholder agreements’ as among themselves to capture some of their key rights and obligations in relation to how the company is to be structured and managed.

Tax exemptions and incentives

Singapore-registered companies enjoy attractive tax exemptions and incentives. Your company pays less than 9% for the first S$300,000 you make in annual profits, followed by a flat rate of 17% flat thereafter. Singapore companies do not have to pay capital gains or dividend taxes. For further information on taxes, refer to our Singapore corporate tax guide.

Not a Singaporean resident? 

If you are not a Singaporean resident and willing to Incorporate a company in Singapore then you should consider the following points:

• Under Singaporean law, non-resident individuals or corporate are not allowed  to self-register a company. So you must find professional firm to register your company in  Singapore.
• You must get Employment Pass or Entrepreneur Pass incase planning to move to Singapore to operate your company. Doing so you can act as the local resident director of your company.
• In case you are operating your company out from Singapore, you don’t need to have pass or working visa. However you will need to find a local director to fulfill the minimum one resident director requirement.

• Unless you intend to open a bank account at a Singapore-based bank. All Singapore company incorporation and work permit formalities can be handled without you having to physically visit Singapore – unless you intend to open a bank account at a Singapore-based bank.

Documents required for incorporating a company in Singapore

The Company Registrar requires the following information before the registration process can begin:

• Your company name,
• A brief description of your business and the scope of its activities,
• Paid-up capital amount,
• The particulars of your shareholders,
• The details of your directors (this includes your mandatory resident director and any additional foreign or local directors),
• Your registered office address in Singapore, and
• The particulars of your company secretary.

 

In order to prepare the required paperwork for registration, your professional firm will also request the following documents*:

1. For foreign nationals: Passport copy and proof of overseas residence,
2. A copy of the Singapore identity card for permanent residents or citizens, and
3. Copies of registration documents of the foreign company. This could include a Certificate of Incorporation and Memorandum and Articles of Association (only applicable for branch) and company extract from the registrar.

*If the documents are in a language other than English, an officially endorsed translated copy is required.

Registration timeline for incorporating a company in singapore

Over the last decade, the Singapore Registrar of Companies has made a dedicated effort to streamline the incorporation process. As a result, the company registration procedure is now fully-digitised and takes only 2 days (subject to the receipt of complete documents).

Legal made digital:

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Part 1: Reserving your company name

Before a company can be set up, it needs to have an approved name. Your corporate secretarial service provider can help to file this with the Company Registrar on your behalf.

The approval process generally comes through in less than an hour, regardless of whether it is approved or rejected; provided it does not contain certain professional words such as “bank”, “finance”, “law”, or “media”. If you have submitted an application for a company name containing these professional words, it may require additional approval from the relevant government authority outside of the Registrar. This will stretch the approval process to several weeks. Your chosen company name must satisfy the following criteria:

• The name you choose must not be identical or too similar to the name of any existing local companies,
• It cannot infringe any registered trademarks,
• The name is free of vulgarities or obscene terms or implications, and
• The name has not already been reserved by another company who intends to incorporate.

Once approved, the name will be reserved for 60 days from the date your application was lodged. You may request an extension prior to the expiry date.

Part 2: Registering your company

Once the relevant documents are signed, filing the incorporation request and receiving approval from the Registrar of Companies can occur in just a few hours after the name is approved.

Once approval is granted, a registration fee must be paid to the Singapore Registrar of Companies. The fee ranges from S$300 onwards depending on the type of entity registered.

Delays may occur if complexities arise in the case where directors, shareholders, or foreign companies are of particular nationalities or countries. In such cases, there might be requests for additional documentation prior to granting approval.

Part 3: Formalities following incorporation:

Once the company has been set up, the following documents will be issued:

1. Certificate of Incorporation: The Company Registrar will send an email containing a company registration number which is considered the official certificate of incorporation. Although a hard copy is no longer issued as a matter of course, one can be requested online and collected the next business day from the office of the registrar. Requesting a hard copy incurs a fee of S$50. This applies to both the Subsidiary and branch office.
2. Company Business Profile: This is a document containing the particulars of your company and a PDF file of this can be requested for an application fee. The document will be delivered within an hour of making the request.

These two documents are considered to be sufficient for all legal and contractual purposes for Incorporating a business in Singapore. Additionally, you should also have:

• Share Certificates for each shareholder (only for subsidiary),
• A company seal (only for subsidiary),
• A company rubber stamp, and
• A share register indicating shares allotted (only for subsidiary).

Corporate bank accounts

Once the company is setup, your company is free to open a corporate bank account at any of the major banks in Singapore. Many of the major banks require your physical presence as part of the procedure. While this is not an absolute rule and there are banks in the city which do not follow this procedure, your physical presence in Singapore will grant you a broader range of options.

Annual filing

The Companies Act requires that you perform certain annual filing processes in order to comply with the relevant commercial regulations in Singapore.

Know when your company has been incorporated

The Certificate of Good Standing proves the existence of a company registered in Singapore, and that it is still live on ACRA corporate register. It bears the electronic signature of the Assistant Registrar of ACRA and is available for companies only. The name of the company, its incorporation date, status, and activities will be stated on the certificate

Once you received a “ Certificate of Good Standing”  Your company is Incorporated. When your Company has been incorporated, ACRC  will send an official email for confirmation. The email includes the registration number and is treated as the official certificate of incorporation in Singapore. It bears the electronic signature of the Assistant Registrar of ACRA and is available for companies only.

You can get a Hard copy as well as a PDF version of your company. You need to request and pay a minimal fee.

The company business profile is usually available for download within an hour of the request and contains the following key details:

• Company name and registration number
• Previous names for the company, if any
• Incorporation date
• Principal activities
• Paid-up capital
• Registered office address
• Shareholders’ details
• Directors’ details
• Company secretary details

The email notification of incorporation and company business profile is sufficient in Singapore for all legal and contractual purposes, including the opening of corporate bank accounts, signing of office leases, subscriptions to telephone/internet services, etc.

Some of the other items you will almost certainly need for registering a company in Singapore include:

• Share certificates for each of the shareholders
• Share register indicating shares allotted to each of the shareholders
• Company seal for the company
• A rubber stamp for the company

After Incorporating your company in Singapore 

Notable Post Registration and Compliance

Take licenses and permit to operate your business: You might need to  get approval or license from the relevant government authorities depending on your business types:

For Example Travel agencies, Liquor business, private schools, moneylenders, Bank, etc requires a permit to operate.

Company register number

Get your registration number on company documents. The issued registration number by ACRA  must be on all letterheads, invoices, billings, or other documents used for official business communications.

Singapore Goods and Services Tax Registration

Goods and services tax(GST) is a tax all Singapore businesses pay on the supply of goods and services. It is also applicable to the import of goods into Singapore.

Singapore business with annual taxable revenue is more than S$1 million, or currently making taxable supplies and the annual taxable revenue is expected to be more than S$1 million should register GST.

Register for Central Provident Fund (CPF)

CPF pension fund scheme in which the employer and employee contribute a percentage of the monthly salary to the fund as a compulsion. The employer must do CPF contribution for Singaporean Employees or permanent residents earning more than S$50 a month CPF contribution for foreign employees is not required.

For further reading, download our FREE eBook on Incorporating a Company in Singapore:

 

The detailed process of registering a company in Singapore is summarized in the following infographic:

Source: Ottavia 

This a guest contribution submitted by Putra Eddy of Ottavia. The views expressed here are of the author’s, and Zegal may not necessarily subscribe to them. You, too, are invited to share your point of view! Learn more about guest blogging for Zegal here.

About the Author

Eddy heads Ottavia group operations – a boutique Singapore-based corporate service firm that specializes in company formation, immigration, Accounting & Tax, Business support.

Eddy is an experienced chartered accountant and Alumnus of a Big 4 accounting firm (Deloitte Singapore). He has also gained commercial experiences during his tenure with a public listed firm which helps him to understand the intricacies of day-to-day operations, efficient corporate structuring, M&A activities, and corporate compliance and regulations. Connect with Eddy on LinkedIn.

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