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Company Registration Requirements in Singapore

Primary Requirement for Singapore Company Registration

  • Atleast One Local or Foreign Shareholder
  • Paidup Capital atleast S$1
  • One Singapore Resident Director
  • A Registered Office Address in Singapore
  • A Singapore based Company Secretary 
  • Company Name Approved by ACRA

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Company Registration Requirements in Singapore

Why Singapore Best Place for Company Setup?

Singapore offers a highly conducive environment for companies that are looking at new opportunities in the Asia region. Its robust regulatory framework, coupled with a stable political and economic structure, pro-business government and a well-established judicial system, have created the ideal platform for investment and made it a major commercial, financial- and wealth management hub. Singapore is recognised for its high government efficiency and competitiveness while its robust legal and regulatory regimes make it the most transparent country in Asia. The World Bank and other organisations consistently rank Singapore as the easiest place to do business worldwide. In addition, it has a highly educated and skilled workforce that speaks excellent English as well as multiple Asian languages.

With one of the lowest corporate tax rates in the region (17%), on top of a host of other tax schemes and incentives, Singapore is one of the best countries in Asia from which to grow a business. Corporate tax on foreign-sourced dividends, foreign-sourced branch profits and foreign-sourced service income into Singapore can be minimised, if not completely exempted, provided certain conditions are met. With over 80 double tax treaties, Singapore has one of the most comprehensive networks in the world. Singapore residents can therefore benefit from reduced rates of withholding tax on the repatriation of profits from cross border investments. The absence of tax on capital gains and the lack of withholding tax on dividend payments to non-residents makes setting up a company in Singapore an excellent solution for a holding company for cross border investments.

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Requirements for Singapore Company Registration

Shareholder(s)
A company must have a minimum of 1 and a maximum of 50 shareholders who can be local or foreign persons. Shareholders can be natural persons or corporate entities.
Share Capital
The minimum paid-up capital to set up a company is S$1. A company can increase its share capital at any time by injection of additional capital.
Directors
Both Singapore-resident and foreign-resident persons can be directors of a Singapore company. Corporate directors are not permitted. A company must have at least one Singapore-resident director. Singapore-resident is defined as someone who is a Singapore citizen, a Singapore permanent resident or an Employment Pass holder.
Company Secretary
Each company is required to have a local registered address in Singapore where the company will keep all of its statutory documents. The address cannot be a PO box.
Company Name
The name of the company must be approved before proceeding with the registration of the company.

Process of Company Incorporation in Singapore

  • Step 1: Company Name Approval First step is to get the company name approved from ACRA. Name Approval fee is S$15.

    The name approval is a simple online procedure and the company name is subject to the following guidelines:
    # The name cannot be identical to an existing business in Singapore
    # The name must not infringe on any trademarks
    # The name cannot be obscene or vulgar
    # The name must not have been reserved by another company

    Key facts to keep in mind for the name approval process:
    # If a company name follows ACRA’s rules, it is typically approved in less than an hour.
    # A name may be referred to another government authority for further approval if it contains certain regulated business words such as “finance”, “legal”, “law”, “broker” or “school”. This can delay the name approval process by few weeks.
    # Once approved, a company can reserve the name for up to 120 days. If it does not incorporate the name within that period, the name is released and can be reserved by another person.
  • Step 2: Documents Preparation After the name approval and before applying for company registration, a company must get the incorporation documents ready.

    Documents required by ACRA:
    # Company Constitution, previously known as Articles of Association. # You may decide to adopt the standard Singapore company constitution as available from ACRA, which is acceptable for most companies and consists of terms that are considered to be fair for all parties involved in the incorporation
    # Signed Consent to Act as a Director for each director
    Signed Consent to Act as Company Secretary by the company secretary
    # Identification and residential address details for each shareholder and officer of the company

    In compliance with the international AML regulations, your Corporate Service Provider (CSP) is required by ACRA to conduct a Know Your Customer (KYC) due-diligence and will typically require at least the following supporting information:

    # Verification of identification and address proof documents
    # The professional background of stakeholders and officers of the proposed company
    Note that the exact list of required documents may vary from CSP to CSP based on their internal procedures.

    Note: All documents must be in English or officially translated into English.
  • Step 3: Registration Once the incorporation documents have been prepared, a company can be officially registered with ACRA. The registration process is conducted online and takes less than an hour. In rare cases, if the company registration has to be referred to another government agency for further vetting, the process can take few weeks.

Documents Requirements for Company Registration in Singapore

In order to make the process smooth, it is best to have the following documents readily available before you start the incorporation.

For Individual Shareholders

For each Officer, Shareholder and Beneficial Owner of the proposed company:

  • Passport copy
  • NRIC or Residency card (for Singapore residents only)
  • Residential address proof (for example, a driver’s license, a recent utility bill, rental agreement, etc.)
  • Brief professional background. This can be in the form of a curriculum vitae (CV), resume or link to the person’s LinkedIn profile.

For Corporate Shareholders

If the shareholder is a corporate entity, the following documents will be required for the corporate entity:

1.    Certificate of Registration issued by the Registrar of the jurisdiction where the company is registered

2.    Company Extract from the Company Registrar of the jurisdiction where the company is registered that contains the following information:

o   Company’s name, Registration number, and Registered address

o   Paid-up Capital and particulars of all Shareholders and Directors

o   Business activities that the Company is engaged in

3.    Authorized Person Resolution passed by the director(s) of the shareholding company that includes the following:

o   Authorization to hold shares in the proposed Singapore Company

o   Appointment of an Authorised Person to sign the Singapore Company formation documents on behalf of the shareholding company

4.    An ownership structure chart that identifies the Ultimate Beneficial Owners (UBO) of the shareholding company. Identification documents for the key UBOs may be required for KYC due diligence.

Being an Indian, What you need to do to Open a Company in Singapore?

Need to fulfil following requirements additionally to set up a company in Singapore

  • Employ local director (Singaporean, Permanent Resident, or EntrePass holder)
  • Hire a registered filing agent (accounting firm, law firm, or a corporate secretarial firm) to complete the registration process for you.

HIRE CONSULTANT and Get complete hassle free company incorporation service and advisory. FURTHER, Consultant shall assist you in post incorporation compliances and tasks.

WE FinTax Corporate Professionals LLP, help you to form your company in Singapore and manage all neccessary requirements.

Why Set up a Private Limited Company (Pte Ltd) is Good Choice?

Your choice should enable you to manage the risk, liability, scaling of business, & brand image optimally.

  • The Pte Ltd company pays corporate tax (0%-17%) on its taxable income.
  • The owners of a sole proprietorship or a partnership have to pay personal income tax (0%-22%) on their income from their business.

The entrepreneurs wanting to register a new company in Singapore prefer private limited company for its credibility, scalability and robustness.

  • It has a distinct legal identity.
  • The liability of the shareholders is limited to the amount they invested in purchasing its shares.
  • If properly structured, a private limited company could be a highly tax efficient business entity.
  • Foreigners can own 100% of its shares.
  • Any person over the age of 18 years, regardless of the nationality, can incorporate a company in Singapore.

Complete Post Business-registration Formalities

Certificate of Incorporation
ACRA sends an email confirming the successful incorporation of the company. It includes the company registration number. This soft copy is treated as the official certificate of incorporation in Singapore.
However, we can obtain a hard copy of the certificate by making an online request. A nominal fee will be applicable.
Company Business Profile
You can obtain company business profile right after the incorporation. It contains particulars of the company and can be obtained online by paying a small fee. It comes in PDF file format which can be downloaded within an hour of the request.

The company business profile includes following key details:
# Company name and registration number
# Previous names for the company, if any
# Registration date
# Principal Business Activities
# Paid-up capital
# Registered address
# Particulars of Shareholders/Directors /Company Secretary
You need the soft copies of Certificate of Incorporation and Company Business Profile for legal and contractual activities. You need them for the opening of corporate bank account, signing of the office lease, subscribing to office utilities like the internet, and telephone
Company’s Stamp
The company’s rubber stamp lends credibility to the company’s document. It has the name and registration number of the company engraved on it. The rubber stamp makes the official documents of the company look more authentic and professional.
Open a Bank Account
Open a corporate bank account for your company. Physical Presence is must in Bank a/c opening
Acquire Business Licenses and Permits
Whether you need a business license or permit for your newly incorporated company, depends on the nature of its activities. If you need one, get it before commencing the activities. Restaurants, cleaning business, educational institutes, travel agencies, financial services, import/export of goods need business licenses.
Goods and Service Tax (GST) Registration
If the expected annual turnover of your company is more than S$1 million, you must register it for GST. Then, it is your responsibility to collect the 7% of GST from your clients.
You must remit it to the IRAS at the time of GST filing.
Share Certificates
The company secretary issues share certificates to each of the shareholders. It serves as proof of their ownership in the company. It also shows the distribution of shareholding.
First Board Resolution
Immediately, after registering a Singapore company, all its shareholders must meet. They must discuss and pass resolutions to appoint at least one director to take charge of company activities. They also need to pass resolutions to employ other company officials like an auditor, the company secretary, etc.

Compliance for Singapore Companies

Each Singapore-incorporated company must fulfil a set of annual filing requirements to stay compliant with the law.

Accounting Requirements: All Singapore companies must maintain their accounting books in order. They need to maintain their general ledgers, accounts payable and account receivables, or fixed asset ledger and every other account on a timely basis. They need to prepare and file their annual financial statements with authority in XBRL format.

Convening of AGM: It is a mandatory requirement for every company to hold its AGM in every calendar year. The financial statements of the company are tabled for the shareholder’s approval.

Annual Returns Filing: Filing of Annual Returns has to be done after one month from the date of AGM of the company.

Corporate Tax Filing: The last dates of tax filing for companies are 30 November (paper-filing) and 15 December (e-filing).

Financial Year Determination: It is up to the companies to determine their financial year. It may run from January to December or April to March accounting cycle. The financial year (accounting cycle) can start in any month of the year.

FAQs
  • Can a foreigner incorporate a company in Singapore? Can a foreigner own 100% of the equity of a Singapore company?
    • Yes, and yes. Shareholders of a Singapore company can be any of the following:
      1) a local individual,
      2) a foreign individual,
      3) a local corporate entity, or
      4) a foreign corporate entity.
      Any of these shareholders can own 100% of the equity of a Singapore company.
      Foreigners are free to form companies in Singapore and are not required to relocate to Singapore for this purpose; they are free to operate their company from overseas. However, if they wish to relocate to Singapore they must obtain a Singapore immigration pass.
  • Is a one-person company allowed in Singapore?
    • Yes, a company can be owned and operated by a single person; i.e., a person can be the sole shareholder and director of a company. The following caveats apply:
      A) In a single person company where the director and shareholder are the same person, you must appoint a different person as a company secretary. Generally, this is not an issue anyway because your corporate service provider will be appointing a qualified staff person as a company secretary for your company.
      B) At least one director must be a Singapore-resident director. Therefore if you are a foreign person and not a resident of Singapore, you can still be the shareholder and operating director of your company, but in addition, you will be required to appoint a Singapore-resident person as an additional director. Consultant/Agent arrange the requirements on demand.
  • I am a foreigner and want to set up a company in Singapore. What are the minimum legal requirements for registering a Singapore company by a foreigner?
    • The legal requirements to register a Singapore company are the same for Singaporeans and foreigners. They are as follows:

      1) appoint a qualified local company secretary,
      2) a local address as the registered address for the company,
      3) a local resident director, and
      4) must have a minimum share capital of S$1
  • We are a foreign company and want to establish a subsidiary in Singapore. What are the requirements for registering a subsidiary company in Singapore?
    • A subsidiary company is simply another locally registered company with a corporate shareholder. Therefore the same requirements as listed above apply.
  • Will I need to visit Singapore to incorporate my company?
    • Generally Not. Our Associate Consultant in Singapore can incorporate your company without your physical presence. All tasks can be performed remotely.
      However, please note that Singapore banks will require you to visit Singapore and meet with them face to face to open a corporate bank account.
      Hence, after your company incorporation, You have to visit Singapore for open a bank account.
      However under certain circumstances, there is likely chance of your presence at the time of incorporation.
  • How long will it take to register my Singapore company?
    • Singapore company registration consists of a number of steps and the typical timelines for each step is described below. Please keep in mind that some of these timelines are dependent on you, so if you take longer to assemble the necessary information, the corresponding step may take longer.
      1. Providing information about company structure and supporting documents: Anywhere from 1 hour to a few days (depends on the client).
      2. “Know Your Client” (KYC) checks by Corporate Service Provider as required by law: 1 day
      3. Reservation of Company Name with ACRA: Less than 1 hour
      4. Preparation of incorporation document set: 1 hour
      5. Client Review and Signatures on document set: Anywhere from 1 hour to few days (depends on the client and number of signatories involved)
      6. Incorporation with ACRA: 1 hour
      Thus, the total time can be anywhere from 1 day to a few days. The duration primarily depends on the speed at which the client can act.
  • I am a foreigner and I don’t have a person in Singapore who can act as the local resident director for my proposed company? How do I satisfy the local director requirement in this case?
    • You can use our Nominee Local Director service to satisfy this requirement. Most foreigners who set up a company in Singapore and are not relocating to Singapore use this option.
  • Can I appoint the local director and registered address for the company after incorporation of the company?
    • No. Singapore’s corporate regulations state that you can not register a company unless you provide details of the local director and registered address for the company. Therefore, you have to establish this information prior to incorporation.
  • Can we run the company from overseas or must I relocate to Singapore?
    • You are free to operate your company from overseas or from Singapore. Keep in mind that if you are a foreigner and wish to relocate to Singapore to run your company, you must obtain the appropriate immigration visa that will allow you to live and work in Singapore.
  • Can I act as the local director after I relocate to Singapore?
    • Yes, after you have obtained a valid work pass, you can appoint yourself as the local resident director for the company.
  • What are the reporting requirements for Singapore private limited companies? What do I need to report and how often?
    • In general:

      You must file an Annual Return with Singapore company registrar, ACRA.
      You must file an annual corporate income tax return with Singapore tax authority, IRAS.
  • Is it a big deal if I don’t file these annual returns?
    • Yes. Although the government makes starting and operating a Singapore company very easy and straightforward, it expects all companies to comply with its regulations. Serious penalties can apply in case of non-compliance.
  • What is the approximate cost that I will incur for maintaining my Singapore company?
    • Your routine annual cost for maintaining your Singapore company will consist of:
      A) Corporate Secretarial Cost:- The annual cost of corporate secretarial services, such as company secretary, registered address, and nominee local director. This cost can vary between S$1000 to S$4,000.
      B) Compliance & Filing Cost:- The annual cost of accounting and tax filing services, such as bookkeeping, payroll, corporate tax filing. This cost can vary between S$1,000 to S$4,000.
      Cost depending on the specific services you need from a consultant. Consultant to Consultant varies. Good Consultant changes bit higher because of their service quality.
  • Do I need to register my company for GST?
    • No necessarily. If your turnover in the past 12 months (or in the next 12 months) will exceed S$1 million then you are required to register for GST.

      If desired, you can voluntarily register for GST at any time.
  • Do I need to obtain any licenses before commencing operations?
    • For most industries in Singapore, you do not have to obtain a license before commencing operations. However, certain industries do require a license before commencing activities. Examples include employment agencies, financial services firms, travel agencies, restaurant business, etc.
  • Can I nominate someone else as the director or shareholder of the company if I don’t want to be listed in public records?
    • Yes, you can. However, as part of the AML/CFT regulations, Singapore’s corporate regulations require the disclosure of all beneficial owners and controllers of a company in a private register. This register is accessible only to law enforcement agencies and not to the general public.
  • What assistance does Singapore provide to startups?
    • Singapore provides one of the most welcoming environments for startups. Several tax benefits and cash grants are available to startups. Some examples include:

      Full tax exemption on the first S$100,000 of profits and 50% tax exemption on the next S$200,000 of profits for the first 3 years. Note that from Year of Assessment 2020 this incentive will be changed to 75% tax exemption for first S$100,000 of profits and 50% exemption on the next S$100,000 in profit for the first 3 years.
      A tax credit of up to 100% of the capital expenditure incurred for qualifying projects during the first five years (up to eight years in some cases).
      400% tax deduction or allowance on expenditures that enhance productivity or innovation.
      Several cash grants available to startup in targeted industries.
  • Where to apply for company registration online?
    • You need to access BizFile+ portal to apply for company registration online. You log-in into it by using SingPass ID. Foreigners do not have it and cannot self-register a Singapore company. You must hire an agent or company incorporation services provider for the task.
  • How to check company registration in Singapore?
    • Before you invest in a company or form any business relationship with it, it is wise to know more about it. ACRA wants to protect your interests and has wisely provided an online tool for your use.

      The name of this free online directory is BizFile+. Use URL https://www.bizfile.gov.sg to access it.

      Enter the company name you are interested in.
      The company name search is case-sensitive.
      Choose search criteria in the drop-down menu.
      Enter CAPTCHA, before clicking on the Search button.
      If your company is registered in Singapore, you will get the data associated with it.

      You can buy the Business Profile of the company by paying S$5.50 online. You can also buy its Business Profile with Certificate of Production by paying S$16.50 online.
  • How to open a corporate bank account in Singapore?
    • The right time to open a corporate bank account is after successful company registration and before starting your business activities. Such an account is necessary for your business' financial transactions.

      There are more than 127 banks in Singapore. Depending on your business needs, you can choose any of them for your purpose. You will need the following documents to open a bank account.

      Accurately filled & duly signed forms for opening a corporate bank account
      Residential address proof of stakeholders in the company like directors, other signatories, & the ultimate beneficiary owner
      Certified copy of Certificate of Incorporation of your company
      Company’s business profile from ACRA
      Signed resolution to open account by the Board of Directors & Signatories to the account
      Certified copy of company’s M&AACertified copy of company’s M&AA
      Certified copies of Passport or of SingPass
      Certificate of Incumbency & Certificate of Good Standing(For Offshore Accounts Only)
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