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Before we start, we would like to congratulate you on your new business venture. The choice of doing so in Singapore is commendable too. Why you may ask? Because the country has a streamlined process for company incorporation and is free of any red tape that is prevalent in many other countries.
This article breaks down the incorporation process of companies in Singapore into manageable steps. We have also added a FAQ section to answer the most common queries around the topic.
Types of businesses allowed to register in Singapore
All individuals looking to carry on a business in Singapore need to register with the Accounting & Corporate Regulatory Authority (ACRA) and abide by the Companies Act provisions prevalent in the country.
Here are the type of businesses that ACRA allows registration in the country –
- Sole-Proprietorship (one owner) or Partnership (two or more owners)
- Limited Partnership (LP)
- Limited Liability Partnership (LLP)
Registration requirements for companies in Singapore
Here are the registration requirements for a company in Singapore –
Singapore allows 100% foreign shareholding of its companies. However, you will need at least one shareholder (a shareholder can be an individual or a corporate entity) and a maximum of 50 members at the time of incorporation.
Even though there is no maximum amount of share capital for a company, the minimum requirement is S$1 and it can be in other currencies. The company can increase the share capital by allotting and issuing new shares whenever it deems necessary.
Like shareholders, Singapore allows foreigners to be the directors of a Singapore company.
However, corporate directors are not allowed and there has to be a minimum of one director who is ordinarily resident in Singapore (i.e. a Singapore Citizen, a Permanent Resident or a person who has been issued an Employment Pass or EntrePass residing in Singapore) being appointed during incorporation.
All directors must be above the age of 18 years and are not disqualified from acting as a director of a company e.g. undischarged bankrupt.
An Employment Pass holder can only work for an employer as specified on their Employment Pass and if the Employment Pass holder is taking secondary directorship, he/she should obtain a letter of consent from the Ministry of Manpower prior to his/her appointment as director.
A Company Secretary must be a natural person who is residing in Singapore. He/She must not be debarred from acting as secretary of a company and must be appointed within the first six months of the company’s incorporation. If a company has only one director, the sole director cannot act as a company secretary.
All Singapore companies must have a registered office address in Singapore that is operational and accessible to the public during normal office hours. A P.O. Box address cannot be used as a business address.
Financial Year End
Every company in Singapore is free to determine its financial year. The financial year can start in any month of the year. When registering the company, the first financial period must be determined which shall not be more than 18 months from the date of incorporation. The subsequent financial period in default is a period of 12 months.
You will need a pre-approved company name by ACRA before proceeding with the registration process.
Steps for registration
You need to have a concise and clear understanding of the registration process before you apply for the incorporation of a company in Singapore. So here are three primary steps that are integral to the incorporation process –
Getting the company name approved by ACRA
The company name approval takes around an hour in Singapore, provided you follow all the guidelines –
- The name must not be identical to an already existing business in the country
- The name must not be reserved by any other applicant
- The name must not infringe any trademarks
- The name must not be vulgar or derogatory in any sense
- The name must not be prohibited by statutes or authorities
ACRA has made available a company name search tool for checking the availability of the proposed name you have in mind. On verification that the proposed name is available for reservation, the submission for reservation can be made online via the BizFile+ system at an application fee of S$15 payable to ACRA.
The online application requires the applicant to input the following information:
- Proposed company name;
- Type of company (this will affect whether the name of the company will contain “Private Limited/Pte. Ltd.” (for a private company) or “Limited/Ltd” (for a public company));
- Primary and secondary business activities;
- Details of the proposed directors and company officers, including the address, identification numbers, type of identification (NRIC, FIN or passport number) and nationality; and
- In-principle approval obtained from other authorities (if required).
If your chosen name contains words like “law,” “legal,” “broker,” “finance,” or “school” in it, the approval process can take longer as the name application may be referred to the Referral Authorities for comments. Once you have the name reserved, you will have up to 120 days to commence the registration process.
Getting the documentation right
Here is a list of the documents (everything in English) required for the registration process –
- Company Constitution (previously called “Articles of Association”)
- Signed consent to act as a director Signed consent to act as Company Secretary
- Residential address and identification proof for each shareholder and officer of the company
All Corporate Service Provider (CSP) needs to conduct a KYC as part of customer acceptance and incorporation. It will cover the verification of identification, residential proof, professional background, and other requisite information such as the source of wealth, PEP status of the officers and shareholders of the company.
Registration with ACRA
Once all the documents are sorted, the next step is to register your company with ACRA officially. Incorporation can be submitted electronically and it usually takes place on the day of submission barring any unforeseen circumstances.
Upon successful incorporation of the company, ACRA will send the Notice of Incorporation containing a statement of its incorporation and a UEN (Unique Entity Number) along with the date of incorporation via a system generated email and a Business Profile containing the key company details such as its primary business, UEN, share capital, and director details.
These documents act as proof that the company has successfully been incorporated, enabling it to carry on its operations.
Some companies may require an official Certificate of Incorporation issued by the Registry to be submitted to other parties in the course of their business. In such cases, an electronic Certificate of Incorporation can be purchased for a fee of S$50 via BizFile.
What do you need to do post-registration?
Now that you can officially start doing business, there are a few post-incorporation tasks that you must fulfil –
A company must appoint an auditor within 3 months from the date of incorporation unless it is exempted from audit requirements under the Companies Act.
Digital identity for all companies to transact and/or access Government digital services.
Good and Services Tax (GST) Registration
A Singapore incorporated company with a taxable turnover of S$1 million in the past 12 months or expects the taxable turnover to exceed S$1 million for the next 12 months, is liable to register for GST. A company could apply for an exemption if 90% of taxable turnover is zero-rated supplies.
Central Provident Fund (CPF)
As soon as the company intends to hire the first employee in Singapore, the company is required to apply for a CPF account to make monthly CPF contributions for the employees who are Singapore Citizens or Permanent Residents.
Notification of Changes
The company is required to notify the respective authorities if there is a change occurring in a Singapore company e.g. change of registered office address, change of officer’s or shareholder’s particulars, change of financial year-end, change of registrable controllers, change of directors, etc.
To change a company name in Singapore, the particular company needs to submit the suggested new name to ACRA for approval and update the stakeholder of such change accordingly.
Every local and foreign companies as well as limited liability partnerships registered or incorporated in Singapore are required to maintain and keep their Register of Registrable Controllers (RORC) updated. The notification of change is imperative for ownership and control transparency of corporate entities as well as prevent misuse of said entities for illicit purposes.
Publication of Company Name and Registration Number
The company name and registration number should appear in a legible form on all business letters, statements of accounts, invoices, official notices, publications, receipts, etc
Business Licenses and Permits
If a company engage in certain businesses that required licenses and/or permits e.g. restaurants, financial services, import/export of goods, employment agency, educational institutes. It is important that licenses and/or permits must be obtained before commencing business operations.
What is the cost to register a company in Singapore?
The fee payable to ACRA for setting up a private limited company is S$315 (name application fee – S$15 and incorporation fee – S$300). Taking into account the minimal necessary expenses of a small to a medium-sized secretarial firm that does the job, you could expect the cost to range from $400-$700 per company (excluding ACRA fees) depending on the complexity of the company structure.
Who can incorporate a company in Singapore?
As per ACRA and the Companies Act, any legal person above the age of 18 can register a company in Singapore by submitting the online application or engage the services of a registered filing agent (e.g. a law firm, accounting firm or corporate secretarial firm) to submit the online application.
Can a foreigner incorporate a company in Singapore?
Any foreign individual over 18 years can register a company in Singapore but must engage the services of a registered filing agent (e.g. a law firm, accounting firm or corporate secretarial firm) to submit the online application.
How long does it take to incorporate a company in Singapore?
The incorporation of a company is a 2-step process that could take between one (1) to three (3) working days. It begins with the application for the reservation of a name for the company, and the incorporation of the company follows after that. The process could take significantly longer (up to an additional fourteen (14) days) if the proposed name requires the approval of other regulatory bodies.
How can I incorporate a private limited company in Singapore?
For anyone looking to incorporate a company in Singapore, here is what they will require –
- Initial paid-up capital of at least S$1
- At least one individual or corporate shareholder of any nationality
- At least one individual director who is locally resident in Singapore
- At least one individual company secretary who is locally resident in Singapore
- A registered address in Singapore, not being a PO Box