Foreign companies or individuals can now register and set up companies faster than ever before. Registering a new company with ACRA can now take less than one hour and 15 minutes through the BizFile portal, the online filing system of ACRA. This is because business owners can now use the electronic signature to self-register the company without needing the services of a filing agent. The configuration can take longer than 1 hour 15 minutes if there is a requirement for a special license (for example, a liquor license) or if source approval from the regulating agencies such as the Urban Redevelopment Authority is involved, in which case additional lead time is required.
Singapore is ranked 1st in the world for having the most open economy for international trade and investment. As a regional commercial hub, Singapore provides the ideal business location with easy links in and out of the country due to its superior logistics and telecommunications infrastructure. Singapore was already a popular destination for businesses to incorporate due to its ease of doing business. A few years back, the regulatory body involved in company registration, the Accounting and Corporate Regulatory Authority (ACRA), further streamlined the process to make it even easier. This guide explains the steps involved and the requirements to help business owners have a better understanding before starting the company registration process.
Benefits of Registering a Company in Singapore
Based on the data provided by the International Enterprise (IE) Singapore, today Singapore hosts more than 7,000 multinational companies that use the country as a regional headquarters and manage 37,000 of their international branches and offices. This concentration of MNCs has played a crucial role in creating a positive business environment. As of late, Singapore is playing a pivotal role in Asia as an R&D and innovation hub. Two most important public sector research institutions are the Agency for Science, Technology & Research (A*STAR) and Joint-Lab initiatives. No wonder that a lot of companies in this sector consider Singapore as a center for the development of their business and technology.
Operating a business in Singapore comes with a wide range of benefits. Aside from enjoying comprehensive assistance from government agencies in developing the business, Singapore business entities benefit from real property rights that are recognized by the law. The efficient transportation and communication systems make it easier for businesses to operate and access global markets. Government regulations and the country’s official language (English) also make international trade easier. Public services rendered by different ministries as well as non-government institutions complement SME operations. Wages in Singapore are competitive and the education system is efficient. That’s why it’s not surprising that the country is placed high on various lists of competitiveness indexes.
Overview of the Registration Process
The Incorporation Process for Small Company is a simplified incorporation process that allows private companies limited by shares to be incorporated using Bizfile with immediate effect. However, only small company establishments that meet the following conditions can adopt this process. This process allows qualified establishments to be incorporated through Bizfile with immediate effect. This service is referred to as the simplified incorporation process for companies with immediate effect. The course of the process mentioned in the above text implies general incorporation process requirements by removing requirements related to previous names, first director, and statutory meeting. This would assist in the reduction of time spent on registration, money, and resources to attempt such requirements.
The registration of a company in Singapore is a multi-step process that may take up to five business days to complete. The Accounting and Corporate Regulatory Authority (ACRA) is the governmental authority responsible for overseeing company registration and compliance with the Companies Act in Singapore. To streamline the registration process and ensure adherence to the best rules, ACRA has implemented a one-stop electronic solution referred to as BizFile. This allows the registration of a company in a hassle-free manner using a Simplified Incorporation Process. This process involves the direct submission of the company registration form, namely ‘Form C’, by a professional firm operating as a software solutions provider or corporate service provider of ACRA in Singapore. To simplify this further, we at Company Incorporation provide this helpful tool through our web portal, which allows you to quickly incorporate your company without anyone’s assistance. Below is a condensed step-by-step process of the company registration Singapore through the BizFile system, with 2 steps of the determination of eligibility and the compilation of registration documents explained in further detail.
Preparing for Company Registration
Another important concept is the business activities that reflect the number of business classifications you can start your business with. The International Standard Industrial Classification of All Economic Activities code reflects this classification and any business activity you wish to engage in. You can choose several business activities related to your trade at the time of company registration. After that, it is important to describe the main business activities of your company in the memorandum and articles of association. You should make sure that the classification code and description reflect accurate business activities. This means choosing abundant activities to reflect all your company trade and avoid ambiguities. Combining these activities with a single classification code means that the ACRA will determine that your business falls within the class of activities associated with your description. One good way to get around this is to compare a business to the primary activity that earns the most money to ensure unique expressions.
Before you register a company, it is important to clarify certain requirements and make crucial decisions. Start by choosing the right business structure. A large corporation with lots of responsibilities, a partnership with potential unlimited liability for individuals, or a limited liability partnership or company might be the right option for you. In Singapore, the most popular business entity for locals and foreign investors is a private company limited by shares. Here is a closer look at some of the popular business structures.
Choosing a Business Structure
The branch office is like a representative office of the main foreign company. The roles and responsibilities are set by the main company and not the local branch office. As such, the branch office has limitations over legal documents in Singapore. The branch office also has limitations and restrictions in some businesses and market segments. If the intention is to expand the business, gaining access to the services in Singapore, and market the products/services, it is advised to incorporate a full company. A Representative office in Singapore can be opened with a Work Pass application to be granted only for the director of the company. The role of the representative officer is limited to gathering and reporting information back to the main company. Customer solicitation is not allowed. In a representative office, it may take about two weeks to open. The company incorporation structure with your chosen local director can have access to various market segments in Singapore and can actively market and solicit customers for the company’s products and services.
A foreign investor or company registering a branch in Singapore has no need to relocate anywhere or visit Singapore. Granted all proper documents and registrations are secured, the branch registration can be completed within 1-3 from the incorporation date in Singapore. Should the foreign company require work passes for their employees, the employees need to personally go through the process at the Singapore Embassy in their respective countries. In fact, any changes in the company entity or the addition of new members will mandate a new application of a branch structure in Singapore.
Gathering Required Documents
The documents should include:
– Identification documents (copies) of your company’s officers, shareholders, and secretaries. Allowable documents include identification cards, passports, or other official identity documents, such as work permits or resident cards.
– Should any of the documents not be in the English language, they must be officially translated.
– Proof of the officer’s and shareholder’s residential address.
This should be a valid and unexpired billing dated within the last 3 months for services such as electricity, water, and telecommunications. Records for the new business must use proof of address in relation to the personal residential status of the new company officers or shareholders. Many business owners mistakenly upload their business address, instead of the officers’ and shareholders’ personal address. This mistake isn’t just costly, as an $80 to $300 appeal re-submission will be applied, but it will cause your application to take twice as long to process. To avoid the inconvenience of this mistake, you should check and upload the right type of utility bill as proof.
– Proofs of employment for the company’s corporate officers. Include your latest payslips, employment contracts, or company business cards with your business email address and job title. Do note that official documents of employment will be verified.
– Copies of any certificates for your Chief Executive Officer or the person acting in a similar capacity. These are required if you’re establishing a foreign company.
– Qualifications for a foreign company’s representative in Singapore.
– Copies of other supporting documents of your legal practice or another relevant trade profession (photographs from registration to relevant firms).
– Attributes of valid signed-off or endorsed offers shall be separated from the companies.
– Copies of a certificate for a registered company (for trading house and point figures). This is a requirement by Professional Regulation in conjunction with the Legal Certifications Act to set up a law practice overseas.
– A valid law document to set up an overseas law practice.
– Any changes in the Forise of Singapore with the capacity in which company engaged in trade and many if and by the Auditor General in Singapore, of the Forise.
The required documents and information include all the personal particulars of your company’s officers and shareholders, as well as proof of their identity, employment, residential status, and business name, as we’ve mentioned earlier. This is necessary for conducting a Know Your Customer (KYC) due diligence check as part of anti-money laundering (AML) compliance. Your company’s legal registered address, and SSIC code or standard industrial classification of your company can also be submitted at this stage.
Once you have decided on a business structure and company name, you can proceed to gather all the necessary documents that will be submitted to the Accounting and Corporate Regulatory Authority (ACRA) as part of your electronic application for registration. Registering a foreign branch (by a foreign company) requires a paper application. All private limited companies in Singapore have to register using the electronic form. The entire application process typically takes 15-20 minutes.
Identifying Shareholders and Directors
If needed, you can consider using a nominee director’s or nominee shareholder’s services. If required, do note that the services would come with a fee. Generally, a private company with corporate directors or corporate shareholders is also allowed in Singapore. There are no limitations or restrictions on the maximum number of shareholders. A local private company is only required to have a minimum of 1 shareholder with a maximum of 50 shareholders. This means a local private company should not invite the general public to subscribe to its shares, and it cannot have more than 50 shareholders. This restriction does not apply if the company is a subsidiary of another corporation according to section 6 of the Companies Act. When defining the nature of business, it is advisable to just provide a brief and general introduction to the business model without exposing your marketing strategies or business secrets.
In Singapore, there is a minimum requirement for one shareholder and director, and the shareholder can be a Singapore resident or non-resident, a person or a corporation. The director, however, must be a natural person, a resident (Singapore citizen, Singapore PR, Employment Pass or Dependant Pass holder), and at least 18 years old. A person can act as both a shareholder and a director of a local company. The director and the shareholder can be the same or different person. A director must be a person (i.e. a natural person), and directors cannot be a body corporate or a corporation. In this case, a body corporate of a corporation would need to appoint a natural person as their representative director. Foreign ownership isn’t restricted. Do also consider if having a silent partner instead of an active partner is feasible and advisable. In the case of startups, think if you need like-minded people to help you in the operation and development of the company, beyond just investing.
Company Registration Process
Now that all the paperwork is in order, you can register your company. To do that, just enter BizFile+ and fill out the necessary paperwork. Upon completion, you may expect a registration date that is one hour in the future.
Next, you’ll need to complete all of the documentation and then move on to the actual registration. This can all be done via BizFile+. At first, you’ll only need to prepare a Statement of Compliance. Every company is different, and the necessary paperwork will vary somewhat, but to get an idea of what you may need, consider these examples: piggyback on clients that were deemed in default prior, check to see which businesses carry business licenses, and present a recent copy of the Balance Sheet, Profit and Loss Statement and IRS change forms 8832 or 2553 if solely reducing responsibility or S corporation, respectively. For instance, of how one business failed to go over their sold-off orders, Sanville failed to comply with public company accounting terms, Sanville did not have a business license or a registered business, and Sanville was administratively revoked. Such ways are useful too.
First things first, you need to purchase a digital signature and register a unique company name. You can pick up your digital signature from a number of agencies, but dues as well as the availability of company name can also be submitted through the BizFile+ website of the Accounting and Corporate Regulatory Authority (ACRA). Your registration will only be accepted if both name reservation and signature processes take place together.
In this modern age where everything is done on the internet, the process of registering a company in Singapore couldn’t be easier or more streamlined. This is especially true when you enlist the help of a professional registration authority. Nonetheless, it’s still important to know the individual pieces of the registration puzzle, so you can rest assured your company is set up correctly.
Submitting the Application
The last step in registering your company in Singapore is to collect the company registration documents after the payment has been processed. Any business owner registering a company in Singapore must apply through the Accounting and Corporate Regulatory Authority (ACRA) and should be aware that there are some fees required for the registration based on the entity type.
- Log in to BizFile+.
- From the BizFile+ homepage, select the ‘New Business Registration’ tab on the top-left hand corner of the navigation bar
- The System Guided Business Registration page will prompt you to select the type of entity you want to register or incorporate. Here’s how the system guided business registration page for companies and LLPs look like:
- Fill in all the required fields, and agree to the terms and conditions set out by ACRA for registering your company or LLP. After registering, check the Type of Entity verification page.
- Next, automated invoices for the required fees are generated. Pay the fees electronically via credit or debit card, through an interbank transfer or through any other payment modes. However, no refunds will be given for payments made.
- Then, a final review of the business registration details and required fees must be done on the Payment Reference and Review page.
- After you click ‘Pay & Submit’, the system will then prompt you for your SingPass account, when authorised an e-transaction will be completed.
To submit the application, you need to first register as a user on the BizFile+ website. Then, you can log in and proceed to begin a new business registration. First-time applicants must submit an online application for approval before they can register or incorporate their company or LLP. The registration process usually takes around 30 minutes. Here is a potential flow of how the process looks like (Note: The process may be changed and the registration process is only a basic guide, which includes the main steps in the process)
Paying the Registration Fees
Paying the Registration Fees: Depending on the business entity that you have selected, the company incorporation fees will vary. Go to ACRA’s website where you can make the necessary payments. Once the payment is made, the system will then allocate the application fee to your filing, and you can then submit your application. A copy of your payment details and a receipt will be recorded and stored in your business profile along with all other correspondence. Make sure to collect it for your records.
Appointment of the Approved Company Name: Before you can set up your new company, a company name must be approved. ACRA has to approve the company name before the company incorporation documents can be submitted for approval. This is done through the online filing system managed by ACRA. An application to reserve or register a business name must be submitted using the prescribed form. If the application is submitted using the online facility, the fee is $15, or $50 for a manual application.
Every company that intends to carry on business in Singapore must register with the Accounting and Corporate Regulatory Authority (ACRA). Once you have decided on the type of business structure, follow these four steps to fulfill the requirements to complete your incorporation or registration:
Obtaining Necessary Licenses and Permits
In some cases, such as in businesses involving the practice of medicine (like dentistry or veterinary care), only a citizen or permanent resident with the relevant professional qualifications are allowed to obtain the relevant license. Firms that will carry out regulated activities such as the sale of food or beverages will be required to obtain permits from the National Environment Agency. In the case of financial institutions such as banks and/or insurance companies, applicants will require approval from the Monetary Authority and additional licenses from the Accounting and Corporate Regulatory Authority or the Registrar of Co-operative Societies. Moreover, all businesses in Singapore engaged in regulated activities must ensure that they are aware of all relevant Singaporean regulators and the permits and licenses required to operate. Additionally, all businesses in Singapore are required to comply with statutory requirements to register with the Ministry of Manpower and the Inland Revenue Authority of Singapore.
The next step is obtaining necessary licenses and permits. The licenses and permits required to operate a business in Singapore will depend largely on the type of business, where the business is to be located, and whether the company’s products or activities are regulated by Singapore authorities. Most businesses will not require a license to commence business in Singapore, but businesses that are subject to regulation will require one or more business licenses to operate in Singapore. Firms that will operate in the regulated sectors of manufacturing, finance, trade, food and beverages, healthcare, and transport will typically require additional licenses or permits to operate in Singapore. It is important to note that foreign entities should assess the demand for their services in Singapore and what licenses they may require to legally provide these services. Singaporean authorities usually have the discretion to grant or not grant licenses to foreign entities who intend to operate in Singapore.
Registering for Taxes
Once company owners have obtained their unique PIN numbers, they are able to carry out the tax registration process with IRAS easily. This is another very simple process that can be done online. After registration, the company owners can expect to obtain their tax returns notice from IRAS in about two months. For the first year, tax estimates will usually be due 15 months after the chosen date for the company’s financial year or the 15th day of the third month after the company registration has been completed. During the second and third years, the estimated taxes will be due 12 months after the ending of the company’s financial year. After the 2nd and 3rd year, tax return dates will be given in documents that are available online or will be sent to the company owners.
New company owners must obtain business registration information. An automated email will be sent to the company owners from IRAS with this information after the company registration has been completed. If the company owner forgot to save this information, there should be an alternative method for retrieving it but some requirements must be met prior to recover account. Alternatively, company owners may choose to call IRAS at 1800-356 8622 to retrieve their business registration information. The relevant staff from IRAS will require a few details or information before they provide company owners with the necessary data or unique PIN number that can be used for tax registration with the Inland Revenue Authority of Singapore.
Once they have registered a private limited company in Singapore, company owners are obligated to register for taxes. This means a company registration with ACRA will be followed by tax registration with the Inland Revenue Authority of Singapore (IRAS). The process is relatively easy and is undertaken through IRAS’ e-Registration web service. Tax registration is imperative if the company owner must grow their teams but still wants to save costs. Reducing risks and managing business effectively in a way that optimizes time and other resources are other benefits of tax registration with the Inland Revenue Authority of Singapore.
Post-Registration Obligations
There are a few types of post-registration obligations that your new company has to fulfill, including those governed by Accounting and Corporate Regulatory Authority (ACRA), Inland Revenue Authority of Singapore (IRAS), and Ministry of Manpower (MOM). Perhaps the most important compliance is to hold Annual General Meeting (AGM) within the first 18 months following the date of incorporation, and subsequently every calendar year, every 15 months. Within 30 days following the AGM, you must file the company’s annual return. AGM is an important process as it provides an opportunity for shareholders to raise questions and clarify doubts they are having concerning the company in the past year, setting out plans for the future, and developing essential knowledge of their investments. At the same time, directors have the chance to receive direct feedback from the shareholders, and in some cases, seek approval on critical decisions the company has to make, such as the purchase of non-current assets or the appointment of a new director.
Now that you have successfully completed the company registration process, you may think that the hardest part is over. Not quite. There are certain post-registration obligations you must satisfy to keep the company’s status and operation in good standing, and this is where business owners tend to find their enthusiasm die down. Ongoing compliance is usually seen as complex, time-consuming, and costly. More often than not, company directors delegate these duties to corporate service providers to ensure error-free and timely compliance.
Opening a Corporate Bank Account
Contact us for more information on the documents required for the bank for opening an account in Singapore, or let us do the job for you. We can introduce you to suitable banks and to your preferred bank’s officer, wait for the feedback from the bank, and then schedule a visit to open the account. If you wish to use a lawyer, we can arrange this as well for you. Don’t get bothered frustrating yourself worrying about the many tedious things that should be done. Leave you to kick off smoothly, everything to us. At the same time, you can be assured that our service is on the value line, with no overcharging, to keep your cost at the minimum.
– A Board of Directors’ Resolution sanctioning the opening of an account and naming the account signatories
– Certified copy of the business profile from the Registrar of Companies
– Certified copy of the audited/unaudited accounts or certificate of incorporation
Opening a bank account for your company is generally straightforward, but different banks have different requirements for account opening. We suggest researching the particulars of different banks to find the one that best suits your corporate banking account needs. These days, some policies of opening a corporate account will be stricter because of the international money laundering regulations. Here is a list of general documents each bank requires:
Registering for Goods and Services Tax (GST)
Following registration, if approved, an email will be sent to the company to confirm the approval. Subsequently, the company should receive a GST certificate within 14 days. The effective date of GST registration is indicated in the approval email and will be stated in the approval letter of the GST certificate. The company is required to e-File their GST return and make payment within one month from the end of the accounting period (which is normally the same as the company’s financial quarter – April, July, October, January). This includes companies (with normal estimated taxable turnover > 1 million) that have been granted exemption, as well as for companies with a taxable turnover of more than $1 million.
Upon approval, as a non-GST-registered company, after applying for an exemption, you are not required to account for GST on your supplies and you are not allowed to claim GST incurred on your purchases. This GST registration is for businesses and is not applicable to individuals. Furthermore, to register for GST, one must first initiate business registration with ACRA. Registration for GST can be completed online or in person at the counter at the Revenue House. Some of the documents needed for the registration include: Business Profile from ACRA, a valid SingPass, the bank information, and the estimated taxable turnover for the next 12 months.
With regard to GST, this is a tax levied on the sale of goods and services in Singapore, as well as the import of goods. In registering for GST, should the company’s taxable turnover exceed or is expected to exceed S$1 million, the company is required to register for GST. However, if the company’s taxable turnover exceeds S$1 million, but the company carries out only international services and is an approved international services (AIS) company, the company may apply for exemption from registering for GST.
Complying with Annual Filing Requirements
Local companies (unless exempted) and foreign companies must attach their financial statements to their Annual Returns unless given specific exemption under their respective laws. These financial statements must be made up to the same date as the Annual Returns of the company. Please note that the requirement to attach financial statements for foreign companies does not apply to those registered under the Companies Act. In the case of a foreign company which is required to lodge financial statements pursuant to the relevant laws of its country, photocopies of the most recent and complete set of financial statements so lodged (including any documents accompanying the same) must be lodged together with the statements, unless its latest financial statements have been lodged previously with the Registrar.
– It has a maximum of 20 shareholders, none of whom is a corporation; and
– No corporation holds shares in it; and – Its annual revenue is less than Singapore dollars five million.
– A company is an exempt private company (EPC) if it fulfills the following criteria:
The Company Act Section 175 requires companies to prepare a set of financial statements on an annual basis. Section 201 stipulates that it is mandatory for companies in Singapore, local or foreign, to file their financial statements with ACRA, except for the following: