Singapore Company Registration – A Complete Guide
Singapore consistently ranks as one of the best places in the world to set up and maintain a business. According to World Bank, it is ranked No.2 in the world when it comes to ease of doing business. Some of the common hurdles such as red tape, work legislation and taxes are comparatively less in Singapore.
However, there are some requirements that you should comply with to register a company in Singapore.
Foreigners are not allowed to register their companies on their own in Singapore. Local entrepreneurs can choose to do so but they need to ensure they meet all the requirements set by the Company Registrar of Singapore, also known as ACRA (Accounting & Corporate Regulatory Authority).
Though we have made it easy for you to understand and register your business on your own, it is always advised to take the help of reputable local registered filing agents for company registration in Singapore.
Here’s a complete guide on company registration in Singapore and operate a business here. The following are the topics covered:
- 1. Choosing a Business Structure
- 2. Company Registration Requirements in Singapore
- 3. How Foreigners Can Register a Business in Singapore
- 4. Registering and Reserving the Business Name
- 5. Getting Ready with Required Documents for Company Registration
- 6. Registering the Company in Singapore
- 7. Documents You Receive on Successful Registration
- 8. Post Company Registration Formalities in Singapore
- 9. Frequently Asked Questions
Choosing a Business Structure
Choosing the right kind of business structure can help you with the following things that can have a major impact your company:
- Paying taxes
- Administrative costs of setting up the business
- Liability exposure from your product or service
- Having partners or investors in the business
- Whether you are a citizen of Singapore or not
- Marketing plans and business goals
The common types of business entities in Singapore are:
- Private Limited Corporation (PTE LTD)
- Sole Proprietorship Corporation
- Limited Liability Partnerships (LLP)
To help you choose the one that is a good fit for you, we have created a table
|Quality||Sole-Proprietorship||Private Limited (PTE LTD) – Most Common Form of Company Registration in Singapore||Limited Liability (LLP)|
|Catered to||Qualified individuals||Professional firms and working partners||Scalable businesses|
|Benefits||Affordability||Tax exemptions (1st $100,000 net profit/year taxed at 4.25%, next $100,000 for first three years taxed at 8.5%)||Affordability + limited liabilities (protection)|
|Drawback||NOT considered separate legal identity. No protection for personal assets||Considered a separate legal identity BUT bound by compliance obligations (AGM/EGM, etc)||Considered a separate legal identity BUT taxed by personal income tax rate (higher than corporate tax)|
|Owned By||Singapore citizens, foreigners or corporations (only with appointed local manager)||Can be entirely local or foreign owned with no foreign shareholding restriction (at least 1 Singapore resident director needed)||Singapore citizens, foreigners or corporations (only with appointed local manager)|
|Personnel Requirements||One owner only||One shareholder and One director needed (can be the same person) BUT maximum 20 members only||Two owners BUT no limit on members|
|Taxed By||Personal Income (Maximum 22%)||Corporate Tax (Maximum 17%)||Personal Income (Maximum 22%)|
|Limited Liabilities||No protection||Yes, protection is received||Yes, partners aren’t personally liable for business debts incurred unless losses resulted from their omission or wrongful act committed|
|Account Auditing||No||Exemption is granted if they fulfill ‘small company’ requirements||No|
|Compliance (Annual)||Bookkeeping, taxation services||Bookkeeping, taxation services, secretarial services, unaudited financial statements necessary||Bookkeeping, taxation services, form submission to IRAS|
Consider all the requirements, benefits, drawbacks and compliances before you make a decision on your business structure. If required take the help of company registration and incorporation service professionals to make a better decision.
Company Registration Requirements in Singapore
Once you have chosen the business structure, you need to know some of the pre-registration requirements to register a company in Singapore. Here they are:
- Company Name – The first that you need is unique and easy to remember the business name. It should not be same as that of an existing business, it should not be vulgar, obscene or offensive, or should not be something that is prohibited by order of the Minister of Finance of Singapore.
- Director – A company should have at least one director who is a local resident of Singapore. He can be a Singapore citizen, a permanent resident of Singapore, EntrePass holders (foreigners who are eligible to start a business in Singapore – they should get a letter of consent from Ministry of manpower).
- Shareholders – A company must have a minimum of one shareholder and a maximum of fifty shareholders. They can be both individuals and entities regardless of whether they are locals or foreigners.
- Company Secretary – A company should appoint a company secretary within the six months of its incorporation. The company secretary should be a natural person and a local resident in Singapore. The sole director of a company and the company secretary both cannot be the same person.
- Auditor – A company must appoint an auditor within three months from the date of its incorporation. A few small companies are exempted from audit requirements and you can read about it here.
- Registered Office Address – A company should have a local address in Singapore where it is registered. It is the place where all the communication is sent to and records are kept. It could be either residential or commercial but cannot be an address of a post office box, and it should be accessible to people during normal working hours.
- Share Capital – The company must indicate the total amount that shareholders have paid for their shares. The issued capital should be at least $1. There is no minimum paid-up capital required.
- Company Constitution – You must be ready with your company’s constitution before applying to incorporate your company. It is a legal document that contains the general rules and regulations of the company’s governance, its key characteristics, the operations the company caries out and mentions about the rights and responsibilities of key person of the company including the directors and the shareholders.
Requirements at a glance
Pre-Registration Requirements for a Company Registration in Singapore
- Choosing a Unique Company Name
- Should Have At Least One Director
- At Least One local or Foreign Shareholder
- A local resident Company Secretary
- A Local Address in Singapore (Physical or Virtual Office Address)
- At Least $1 of Issued Capital
- A Detailed Company Constitution
- Auditor to Appoint
How Foreigners Can Register a Business in Singapore
A foreigner willing to register and set up a company in Singapore has done the following things.
- Since foreigners are not allowed to file the application on their own, they need to take help of professional corporate secretarial firm or an accounting firm in Singapore to submit the online application
- They need to employ a director who is a resident of Singapore
Registering and Reserving the Business Name
The first that you need to do before incorporating your business is to register its name. You need to do it through BizFile, a business filing portal of ACRA. You need to pay $15 for the name application charges.
Once the company name is approved, the name will be reserved for you for 120 days and you need to register your business within those days. If you don’t, the name will be made available to others.
In general, ACRA approves a business name within an hour; you need to follow the instructions correctly though. If you are registering for a regulated business such as a school, tourism, law, bank, etc., your application will be reviewed by that particular referral authority before it is approved. For example, if you are registering for a school, the Ministry of Education in Singapore will review your application. These referral authorities take somewhere between 14 and 60 days to process the application.
Getting Ready with Required Documents for Company Registration
So, before applying for the company registration in Singapore, you need to be ready with some documents. Here they are:
- The Company name approved by ACRA
- Company Constitution – a legal document that
- The personal particulars of existing shareholders and directors (company secretary particulars can be updated later)
- A copy of the company’s registered address
- A copy of Singapore identity card (For local residents)
- A copy of passport details, residential overseas address proof, other KYC documents (bank reference letters, business profiles, etc.) – (For foreign entrepreneurs)
- Registration documents and Memorandum and Articles of Association (MAA) from the Company Registrar (For corporate entity shareholder)
o Mentions the main activities of the business
o Has the rules and regulations of governance of the business
o The responsibilities and rights of the key personnel
o Describes the way the operations are carried out in the business
Registering the Company in Singapore
You need to sign in to BizFile to submit your application form. Though it is easy to submit the application form, you need to be ready with all the documents in order and duly signed. The company registration fee is $300 and can be paid through multiple payment options.
It is advised to take the help of professional filing agents to get the company registered smoothly and quickly.
ACRA generally takes a few hours to process the documents and the application. Once the application is approved, all the company’s directors, shareholders and the company secretary should give their signed consent within 120 days.
Documents You Receive on Successful Registration
Once the company is registered successfully, ACRA will issue the following documents
- Certificate of Incorporation – an e-Certificate of incorporation. This certificate can be used for many corporate needs in Singapore
- Company Business Profile – or BizProfile or Company Extract is a PDF document with key details of the company
|Documents You Receive||How You Receive Them||What It Contains|
|Certificate of Incorporation||An email from the Company Registrar|
Hard copies can be received by making online requests and paying a nominal fee ($50)
|Confirmation of incorporation and a company registration number|
|Business Profile (Company)||An email containing a downloadable PDF from the Company Registrar. Can be downloaded by request and paying an application fee||Key details such as:|
Post Company Registration Formalities in Singapore
- Stay in compliance with Singapore’s corporate regulationsAll companies in Singapore are expected to fulfil compliance requirements set by the governing authorities each year. Failing to do so can actually result in serious repercussions, so it is definitely advised for new business owners to research or employ a competent corporate secretary that could assist in monitoring deadlines.
Some of the common compliance requirements include:
- Issuing the share certificates – They should be issued to the shareholders as proof of their ownership and a clear depiction of how the shares of the company are distributed. A board resolution must also be conducted to officially appoint the directors and company officials within the registered company
- Obtain Business License – Depending on the activities of the company, there will be certain times where it’s necessary to obtain business licensing or permits before the company is able to operate a business. Some examples of businesses that do require special permits include, but aren’t limited to: travel agencies, businesses providing financial services, importation or exportation of goods, cleaning companies, restaurants, educational institutes, employment agencies and more.
- Open a Corporate Bank Account – Open a corporate bank account for your business. Note that most major banks located within Singapore require the company stakeholders to be physically present in order to open a corporate bank account. Although there are certain banks that do not, it would really narrow down the options one can choose from.
o Determining the company’s financial year – Each company can determine its own financial year, which can begin from any month within the year
o Conducting AGM/EGMs each calendar year so that the shareholders of the company are able to examine financial statements and offer approval to the company’s next stage of progress plans)
o Preparing and filing annual returns after one month from AGM date
o Preparing and filing annual financial statements – maintaining accounting books is necessary since annual financial statements must be prepared and filed
o Preparing and filing corporate tax – Could be done either through paper or e-filing for convenience
Frequently Asked Questions
Why Singapore for Incorporating A Company?
Singapore is considered one of the best places to register and maintain a business. Some of the reasons include:
- Top rated on ease of doing business
- The best labour force in the world
- One of the most globalized economies in the world
- Low corporate tax rates
- Low personal tax rates
- Multiple government grants
- No much auditing required (for small privately-owned companies)
Who Can Set Up a Company in Singapore?
Anyone can set up a company in Singapore irrespective of their nationality. The only thing is that they need to be over 18 years of age and should have never been declared a bankrupt
Can I Know the Main Steps of Registering a Singapore Company?
Registering a company in Singapore is a simple and straightforward one. There are only two major procedures.
- Approval for the desired name of the company
- Company registration by applying in ACRA
How Long Does it Take to Get the Name of the Company Approved?
It generally takes minutes to get the name approved. If the name of the business is found offensive, it may take longer
How Long Will it Take to Register a Company in Singapore?
Steps to incorporate a company and the time it takes:
- Providing information about the company like business activities, structure, and required documents – depends on you
- Registering company name with ACRA: not more than an hour
- Preparation of registration document: 1 hour
- Incorporation with ACRA: 1 hour
- Overall, it takes a few hours to a few days to incorporate the company in Singapore. It mostly depends on the client. The quicker he provides the details and documents, the faster it can be done
Can a Foreigner Incorporate a Company in Singapore?
Yes any foreign individual or a corporate entity can incorporate a company in Singapore
Can a Foreigner Own 100% of the Equity?
Foreign shareholders can own 100% of the equity in a company in Singapore
Does Singapore Allow One-Person Companies?
Yes. They are called as Sole-Proprietorships. In this kind of companies, if the director and the shareholder are the same people, it needs to appoint a person as company secretary
If you are a foreigner, you need to appoint a Singapore local resident as an additional director
What are the Minimum Legal Requirements for a Foreigner to Set a company in Singapore?
The legal requirements are the same for locals and foreigners. The company should:
- Appoint a local Singapore resident as director
- Appoint a qualified local company secretary
- Have a local address as the registered address for the company
- Have minimum share capital of S$1
Will I Need to Visit Singapore to Incorporate My Company?
No. Not required. We can help you with registering your company. You just need to provide us with the required documentation
However, it is mandatory for the business owners to visit some banks in Singapore while opening an account
Can I Use Residential Address as Company Address?
Yes, you can in most situations. Please contact us to know more
Do I Need to Register My Business for GST?
It is not compulsory. But if the business turnover is more than $1 million, you are required to register for GST