After registration, you will be required to fulfill your remaining regulatory requirements, which include setting up statutory registers, enacting a company seal, applying for a company incorporation of shares, applying for a data access code, and meeting tax and insurance requirements. Once these requirements have been completed, you will be ready to commence business.
Incorporating a company is a simple procedure, consisting of just a few steps. The steps include:
Step 1: Secure a Unique Company Name.
Step 2: Appoint the Directors, Shareholders, and Company Secretary.
Step 3: Prepare and File Documents. This is usually done by professional service providers.
Step 4: Pay Registration Fee and Stamp Duty. After which, the company will be fully operational.
The most important thing when setting up a business in Singapore is that all the procedures must comply with regulations.
Step 1: Determine what business structure is most suitable for you.
Step 2: Plan for incorporation.
Step 3: Submit documents required to register and incorporate.
Step 4: Acquire the necessary legal documents.
Step 5: Get an office or lease an industrial space.
Step 6: Find out if special business licenses are needed.
Step 7: Register with the Employment Agencies.
Step 8: Acquire Construction and Health and Safety Licenses.
Starting a business in Singapore can be broken down into a few key steps. The most important step is to ensure that the business is structured to your favor. The type of business structure can significantly affect administrative, tax, and legal matters. Companies are the most commonly used business structure, and they are commonly used by small and large-scale enterprises, both local and foreign. Once clients have decided on their business structure, we will summarize the key steps in incorporating a company in Singapore and also present the basic priorities when starting a business.
Overview of Singapore Company Incorporation Process
1. Conclude a concise business profile of the registered company. It is worth noting that this business profile format is specific to Singapore only.
2. Incorporating documents are then lodged and enlisted with the Companies Registration Office at the outset of the Singapore company incorporation process.
3. Subject to whether any mission-critical information from the administration is necessary, confidential business profile documents can be prepared.
4. Finally, the client can set up the necessary resolution. Referring to information and documents that the client has to offer during the initiation of company incorporation – accordingly, the client must pass them over to the service provider. It is important to ensure that all necessary details are provided so that document preparation can continue seamlessly.
In Singapore, the services for registering a business are regulated by the Companies Act (190). To kick off the company formation, the following steps must be followed:
The entire process for incorporating a business in Singapore is conducted in an online environment. The Singapore service provider handles the entire process, with the minimum requirements from the client being to sign some required documents, give the essential declarations, and pay the disbursement related to the incorporation process. The documents are generally prepared by the Singapore service provider who provides the aforementioned services.
Singapore’s strategic location, transparent business policies, and sound financial infrastructure all make it an ideal place for doing business. Many Singaporean service providers offer easy and effortless company formation solutions. With their services, you can accomplish the Singapore company incorporation process in a matter of a few hours. The whole Singapore company incorporation process can be substantially quick and completed within a few working days. Appropriate company incorporation services are normally managed by Singaporean organizations that specialize in company incorporation services.
Key Steps to Incorporate a Company in Singapore
Additionally, you may wish to find out more about the Registration Self-Help Desks (Chief Compliance Officer) Scheme (RSHD Scheme). Under this scheme, firms accredited by the Accounting and Corporate Regulatory Authority (ACRA) will be allowed to process corporate compliance documents with ACRA without the need to submit supporting documents with audited financial statements.
Decide on your business name: Once you’ve decided on a business structure, you will need to choose and reserve a company name. Run a company name check using Singapore Company Registrar’s online directory, BizFile. You can also check for reserved or existing company names, as well as the prohibited names. A company is considered incorporated the day the Company Registrar issues the Incorporation Certificate. You can reserve a name for 60 days. During this period, you can either proceed to incorporate your company with the reserved name or extend the reservation period.
Choose a business structure: A company can be registered as a sole proprietorship, a partnership, a limited liability partnership or a limited company. Decide which structure best suits your business.
We’ve gone through the reasons for setting up a Singapore company and the requirements for registering a company in Singapore. Next, we’ll be diving into the actual company incorporation process. In this article, find out the key steps you need to take to incorporate a company in Singapore.
Choosing a Business Structure
When setting up a private limited company, business owners should make decisions on how they would like to structure their business. They should consider elements such as ownership, liability concerns as well as their ability to manage and operate the business. A private limited company is a separate legal entity from its shareholders and directors, so it is allowed to own assets and incur liabilities. It can sue and be sued. It is also deemed to be tax resident in Singapore, meaning it is not considered a foreign company. A private limited company can retain profits within itself as there is no legal obligation to distribute them to shareholders, who will be taxed on dividends declared by the company. Directors are also subjected to mandatory Central Provident Fund (CPF) contributions in Singapore and required to file the company’s income tax returns to the Inland Revenue Authority of Singapore.
When setting up a private limited company in Singapore, you have the option to: register a private limited company; register an LLP (limited liability partnership) if you have two or more partners; register a sole proprietorship if you intend to run the business on your own; or restructure an existing foreign company. In this article, we will focus on how to form a private limited company since it is the most popular business form in Singapore. For more detailed advantages and disadvantages of each business structure, you can refer to the titles “What Are the Differences Between a Private Limited Company, a Limited Liability Partnership, and a Sole Proprietorship” and “Re-Domiciliation of a Foreign Company’s Registration as a Singapore Private Limited Company” respectively.
Registering the Company Name
To ensure that a company name is available for registration, a request for its reservation can be filed online through the ACRA website. Only a single name may be reserved at a time; reservations are valid for 60 days and can be prolonged for another 60 days at a cost. Upon completing the reservation process, the user will receive an email from ACRA confirming that the name has been reserved and requesting a response, leaving the person ten minutes to complete the procedure. To finish the reservation, the user must click the link in the email, which will redirect to the ACRA website. A legal representative/agent needs to obtain approval for using certain words in a company name before submitting an application for reservation of a name.
When incorporating a new company, the first step is to register a name. The company name will be checked against the Name Availability system to confirm its uniqueness; it needs to be approved before it can be registered. A company name may be rejected if it is identical to an existing name in the Registry, if it is undesirable, or if it infringes upon trademarks. Words that are obscene, hallowed, related to banks or finance (e.g. “bank” and “finance”), and names used by government bodies (e.g. “Board of Investments”) are generally not allowed.
Appointing Directors and Shareholders
*We strive to maintain recent and accurate information. The Companies Act is complex and subject to frequent changes. Therefore, we strongly recommend that you consult us or a professional services provider for further guidance.
A shareholder is an owner of the company and can be an individual or a corporate entity of any nationality. A director can also be a shareholder. There is no upper limit to the number of shareholders. Redistributions can be made according to the number of shares owned by each shareholder. Bear in mind that as of 3rd January 2016, Singapore resident directors and shareholders are required. This means a Singapore citizen, Singapore permanent resident, or Singapore employment pass/entrepass holder is necessary to fulfill local resident director requirements. If you are unable to do this, we can help you fulfill this requirement. Please see our nominee director service page for further information.
A director is an individual that is responsible for ensuring the company complies with the Companies Act and any other legislation which it may be affected by, such as the Income Tax Act. Directors make high-level decisions on behalf of the company. To be eligible, a director must have a local residential address, be at least 18 years old, and not be bankrupt or convicted of certain criminal offences such as fraud. The incorporation process requires at least one director. Subsequently, a private company must have at least one ordinarily resident director in each calendar year.
Once you have chosen a company name and have an ACRA approved constitution, you can appoint your first directors and shareholders. If you have incorporated using our service, you can do this within our system once your company is successfully incorporated. Along with appointing your director and shareholder, you will be required to enter some basic contact details, identify a Singapore resident/nominee director and shareholder, and possibly a mailing agent.
Preparing the Company Constitution
To prepare a company constitution, you should start by outlining the company’s proposed organizational structure by filling in details of the appointment, removal of directors, the managing director (if any), and the company secretary (if any). For a private company, you should then define the method and calculation of dividends to be paid to its shareholders. Finally, you should set the rules that govern the conduct and processes of the company and its directors and members. Proceed by drafting the provisions governing the general meetings of members of the company. Provide that notices of any general meeting should be served on the members of the company 14 clear calendar days before a general meeting (allowing for Saturday, Sunday, and public holidays). Clarify the manner in which voting should be conducted. Further, confirm the periods and lengths of general meetings, the notices of meetings, and the requirements for a quorum for the general meetings and how it should be established.
A company constitution is the document that governs the management of a company. It contains provisions setting out the rights and obligations of a company’s directors, shareholders, and officers. All Singapore companies must issue a constitution in compliance with the Companies Act. Companies may choose to adopt model articles as their constitution. Model articles are standard articles that are predetermined by the Companies Act. A company’s constitution provides how a company should be run and managed. It sets out the role of the directors and the rights of its shareholders, and includes provisions on the issue and transfer of shares, the remuneration of the company’s officers, and other important corporate matters.
Registering the Company with ACRA
Note: If you encounter any difficulties with the filing, it is advisable to consult with a professional services provider before submitting your incorporated documents. Such guidance can be invaluable and potential errors can be avoided. Upon successful submission, the business owner will receive an email notification from ACRA confirming the successful filing. This email also contains the Certificate of Incorporation in a soft copy, although the hard copy may not be available until a few days later. A business profile containing the new Unique Entity Number (UEN) that has been issued is also attached to the email. Note that this profile can also be obtained through BizFile+. The email will also indicate the location and time for the issuance and collection of the incorporation documents (Certificate of Incorporation and Business Profile). If you so wish, representing the company can also assist you in obtaining the necessary corporate seal, label, and signature chop. Upon receipt, the Certificate of Incorporation and Business Profile, signed by ACRA officers, are considered in full force and effect.
Once all of the registration documents have been prepared and signed, the next step for the company registration process is to file and submit them to ACRA. As a business owner, you may either submit your application via BizFile+, the online platform for company registration and filing, by engaging the services of an accredited filing provider (AFP), or by submitting a paper application at the ACRA office. BizFile+ is the fastest and most convenient option. If you use BizFile+ to file and submit the required documents, the entire company incorporation process doesn’t take more than 15 minutes. The business entity is typically registered within a day from the submission of the application.
Applying for Business Licenses and Permits
To lawfully establish a company in Singapore, preparing and submitting the requisite paperwork and fees is necessary. You will include general submissions, industry-related permits such as an export license, exemption from customs or food import permit, and arrangements with the Customs Supply Epidemic for the appropriate license or permit. For certain fields, such as finance, adult entertainment, liquor, etc., you will also require particular permits. Regardless of the business nature, making a profound examination implies that nothing is lost. During this stage, you also need to assure that the name does not exclude signs, trademarks, or protected names. The website of the Singapore Accounting and Corporate Regulation Authority includes a tool that helps you verify your uniqueness. Upon request, you will be informed whether the given name is permissible.
It is important to check the validity of the business licenses and permits required by a specific industry before starting a company. To comply with legal requirements, you may need to apply for some licenses and permits. To identify the necessary licenses and permits required to legally operate your company, you can consult any of the authorities in charge, such as Enterprise Singapore, the Civil Engineering Directorate, the Ministry of Health, etc., that includes criteria, instructions, and qualification details. Note that the regulations related to the licenses and permits vary according to the industry. At the end of this step, you need to ensure all the required licenses and permits are obtained to avoid fines and potential misinformation.
Opening a Corporate Bank Account
Banks in Singapore are under increasing pressure to perform their KYC (Know Your Customer) and AML (Anti-Money Laundering) procedures due diligences when confirming a new corporate account. The exact documents required and procedures can vary. You will receive the most accurate information by directly contacting the bank branch or relationship management officer, but the information included here will provide you with a good understanding of what will usually be required.
• Personal Documentation – Shareholders, administrators, and signatories of your company will need to offer personal identification documents and proof of residence.
• Informal Constitution – This document is one of the mandatory inclusions in the incorporation process for a Pte Ltd company. It is a legal requirement for all companies in Singapore. Your company’s Informal Constitution states its structure and procedures. Notarized business profile is also included in the process. You can send the combined confirmation to your company when you receive it from ACRA.
• Certificate of Incorporation – After your company is incorporated with ACRA, you will receive a Certificate of Incorporation, which officially confirms that your company exists as a legal entity. The certificate is provided in soft copy and hard copy formats. All banks accept a hard copy of the certificate, while some banks may require the soft copy as well.
The final step of the Singapore company incorporation process involves opening a corporate bank account. You will need to provide banks with several notarized documents besides the application forms to open an account. Banks typically require the following documents:
Requirements for Company Incorporation in Singapore
The Singapore Companies Act requires that a company must have at least one locally resident director. The definition of a locally resident director includes Singapore Citizens, Singapore Permanent Residents, holders of the EntrePass or Employment Pass, or any individual who has been issued an approval in principle to work in Singapore. The Act does not place any restriction on the nationality of an additional director, i.e. non-Singaporean. This means that a foreign entrepreneur is free to incorporate a new Singapore company and act as the sole director of the company with the condition that a resident director is required to be appointed within the time frame defined by the Act. A foreign individual who relocates to Singapore after the company is established may act as the resident director by applying for an Employment Pass through the newly incorporated company.
Minimum Share Capital Requirements
The Singapore Companies Act requires that every Singapore company must have at least one director and at least one director who is a locally ordinary resident. At least one director of a private limited company in Singapore must be an individual. A Singapore resident is basically defined as a Singapore citizen, a Singapore permanent resident, or someone who holds an Employment Pass or Dependent Pass. The director of a company plays a key role in the company. They must ensure that the company meets the regulatory requirements laid down in the Companies Act and other relevant legislation and regulations. The responsibilities of the director are to manage the company, to make decisions, to collect and distribute information between the parties involved, including meetings, and to run the business actively and collaboratively.
Every company registered in Singapore must have at least one shareholder, who can be an individual or a corporate entity. The maximum number of shareholders allowed for private limited companies is 50 or less. The number of shares each shareholder holds must be expressed in whole numbers. The shareholders play a role in the company’s policy formation and contribute by investing in it. The liability of shareholders is limited by the amount of outstanding shares they have purchased. It is a common practice in Singapore for the director and shareholder of a company to be the same person. There are no restrictions on a director holding shares in the company. However, it is common for a company to have more than one director.
Appointment of Local Director and Company Secretary
For your company to be incorporated, you will also have to appoint a qualified company secretary for your company within 6 months of your company being incorporated. The appointed company secretary is in charge of managing your company’s statutory compliance requirements. Varying from the size and types of your company’s business activities, you may need to consider engaging the services of a resident company secretary. This appointed company secretary need not be physically present in the company to perform the statutory duties and can be residing out of Singapore. This company secretary would be responsible for corresponding with ACRA and managing and ensuring that the company complies with the statutory requirements.
Appointment of local director and company secretary. One of the first action steps for the incorporation process would be to decide on a local director and company secretary for your new company. You are required to appoint at least one local director for your company at the point of incorporation. If you do not have a local director, there is the option to engage our Nominee Director Service to meet the statutory requirement. If your company is a subsidiary of a foreign company, you can choose to appoint a foreign director of the foreign parent company to act as your local director in the Singapore subsidiary.
Registered Office Address
The building where the address is should be accessible to the public for a minimum of three hours on every working day. The help of a law firm can be hired to act as Secretarial and Registered Office to comply with statutory requirements. This firm provides the Secretaries or Office reception services. Also, opening and scanning official correspondence to clients using technological solutions is done. To ensure service of all necessary documents and notices received in time, this helps keep check and required actions can be taken.
It is mandatory for a private Ltd Company to have a registered office address in Singapore. It should be an address that is locally and always accessible for any form of communication. It cannot be a P.O. Box address. The address will also be used by ACRA, the IRAS, and any other government correspondence for official notifications will be serviced. It will also be the place for keeping all the Statute documents. A registered address must be maintained. It should be capable of accepting communications addressed to the company and official publications.
Taxation and Compliance Obligations
Completing and filing corporate income tax returns with supporting documents should also be done before either November 30 (e-filing) or December 15 (paper filing) following the end of the financial year. Certain small and medium-size companies can simply full/half exempt certain types of qualified income from tax. For financial period starting on or after 1 January 2013, companies must e-File their ECI to IRAS if their annual revenue exceeds S$1 million in their preceding Year of Assessment. They were required to e-file their returns only if their annual revenue overseas S$5 million. The Singapore company incorporation process often involves complicated procedures and detailed documentation but, if you understand the overall process well, you can create a Singapore company in no time.
A company must fulfill its tax filing obligations in Singapore with the Inland Revenue Authority of Singapore (IRAS), like completing and filing corporate income tax returns with supporting documents within specific deadlines. It must also comply with the Singapore Accounting and Corporate Regulatory Authority (ACRA) to prepare and present accurate financial statements and file annual returns for statutory audit of its accounts. A private limited company must submit its estimated chargeable income to IRAS either prior to the beginning of its Singapore financial year or within 3 months following the close of its financial year.
Employment Pass and Work Visa Requirements
Singapore’s government has created a special category for foreign entrepreneurs who wish to relocate to Singapore to start and operate their businesses. This visa, known as the EntrePass, is the only work visa option for foreign entrepreneurs (individuals without an established corporation). The EntrePass is usually issued for one year for the first-time applicants and two years for renewable EntrePass holders. The application process for the entrepreneurs is straightforward and has several assessment criteria: entrepreneurial and business acumen, experience, and track record of the entrepreneur, innovative business ideas and the nature of the business, and applicant’s commitment and ability to execute the proposed business ideas and contribute to the economy of Singapore. The Singapore Companies Act, Cap 50 contains the main legislation governing the registration of a company including its operations.
Once the company has been registered, the Singapore resident director(s) can apply for their own Employment Pass and work visas. Documents required for Employment Pass include application form, recent passport-sized photograph, company credentials including corporate profile, a cover letter, and detailed job description including roles and responsibilities. The Employment Pass application is usually approved within seven working days, as long as all necessary documents are provided. After the responsible director(s) have obtained their Employment Pass, the company can apply for work visas for other staff while waiting for the EntrePass to be approved in the case of a foreign entrepreneurship.