Guide: How to register a Singapore company
Updated: Sep 3, 2020
Want to incorporate a company in Singapore? Here are the key guidelines on opening a company and doing business in Singapore.
What you need to have to register a business in Singapore?
When registering a business with ACRA (The Accounting and Corporate Regulatory Authority), you need to have the following:
1. Company name: Have at least a shortlist of three in case your first choice isn’t available.
2. One of more directors: Directors must be natural persons, aged 18 and above, who have not been disqualified to hold a directorship in Singapore or elsewhere.
3. One or more resident directors: At all time you will need at least one locally resident director. At the time of incorporation this is someone who is a Singapore citizen, Permanent Resident, or holder of an EntrePass visa.
4. Between 1 - 50 shareholders: A shareholder can either be an individual or a legal entity like a trust or another company. Singapore permits 100% foreign ownership of Singapore companies.
5. Paid-up capital: The minimum paid-up/share capital for a company to register in Singapore is S$1. Any time post incorporation, the share capital can be increased.
6. Company secretary: Every company must appoint a company secretary. This individual will help the directors to prepare and file all necessary documentation to keep the company compliant.
7. Auditor: Unless the company has been exempted from audit (which is the case for most start-up companies), within 3 months of incorporation, every company must appoint an auditor.
8. A registered address in Singapore: The address that is provided for the company must be located in Singapore. It must be a physical address and a P.O. Box will not be accepted.
9. Company business bank account
ACRA refers to The Accounting and Corporate Regulatory Authority which is a statutory board under the Ministry of Finance of the Singapore Government. ACRA is the national regulator of business entities, public accountants and corporate service providers in Singapore.
Timeline for incorporating a company
The timeline needed to register a new company can vary from a few hours to days. When working with a company secretary the timeframe is primarily determined by how quickly each shareholder and director can send to the company secretary their personal documentation for verification such as a proof of identification and residential address.
If you are a foreigner, you might not be aware of the regulations in Singapore. To understand each and every process can also take up a lot of time so to avoid the hassle, you are advised to hire a company secretary firm like Expede Tech who can help with the entire incorporation process and also provide services such as nominee director and registered address.
Types of companies in Singapore
1. Private Limited Companies (Pte Ltd)
A private limited company has its own legal entity, separate from its shareholders and its directors. It is characterized by (a) having less than 50 shareholders, and (b) not having its shares accessible to the public. Shareholders of a private limited company can be other companies, individuals, or a mixture of both.
2. Sole proprietorships (SP)
This type of business is straightforward but carries more risk for its owner since the owner will be personally liable for his/her company. Legally, a sole proprietorship is not a standalone entity, which means that the owner – whether an individual or a legal entity – and the business are considered as one. The personal assets of the owner are not protected from the liabilities and business risks of the company. The owner has unlimited liability. This means when your business is not able to pay back a particular debt, the creditors can go after your assets as well as those of the company. Only Singapore citizens, Singapore permanent residents or EntrePass holders are allowed to register a sole proprietorship.
3. Limited liability partnerships (LLP)
This kind of entity combines features of companies and partnerships. An LLP is owned by at least two partners, individuals or body corporate, and is a legal entity separate from its partners.
An LLP is typically established to carry a profession, such as attorneys, architects etc, where two or more would like to join together and form a practice in their shared field. The profits are taxed at partners’ personal income tax rates if the partner is an individual and at corporate tax rate if the partner is a body corporate.
Required documents at incorporation (Incorporation Checklist)
To incorporate your company in Singapore, you need to file with ACRA Singapore, who manages company registration in Singapore. You will need to provide:
Brief description of activities & SSIC Code
Details of shareholders and KY information
Details of directors and KYC information
Registered Singaporean Business Address
Share capital details
The company’s constitution
Additional considerations for foreigners
Foreigners who are interested in registering their Singapore Company also need to consider the following:
You will need to hire help in Singapore to set up. To register your Singapore business, you will need to hire a professional to file on your behalf. Singapore does not allow a foreign individual/entity to self-register their company.
You do not need to travel or obtain a visa to incorporate your company. If you plan to incorporate your Singapore company, but don’t plan to move, you do not need to obtain any special travel visa. You may operate your company from overseas, and you may visit Singapore on a short-term visitor visa when you need to deal with company issues.
You may need to hire a nominee director. If you are not planning to have anyone in your company move to Singapore, you will still need to fulfil the requirement to have a local director. You can easily find a professional service firm in Singapore that offers incorporation services including local resident directorship, such as Expede.
You may need to travel in order to set up a corporate bank account. Depending on the bank that you decide to use, many banks require physical presence of directors and/or shareholders to approve the opening of a bank account in Singapore. We have partnership with banks and can help facilitate this – usually a straightforward process.
What happens post-incorporation?
You receive a Certificate of Incorporation.
You receive a Business Profile (”Bizfile”).
You are able to open a corporate bank account.
Business Licenses Application. Depending on the activities that your business will be doing, you might also need to apply for business licenses.
Registration for Goods and Service Tax (GST). If you expect your business’ annual turnover to exceed S$1 million, then you must register for Goods & Services Tax, or GST (also referred to as value added tax, VAT, in many countries). If you do not expect your business’ annual turnovers to reach S$1 million, you are not required to register for GST.
Why incorporate in Singapore?
1. Tax Benefits
2. Business-friendly government policies
3. The gateway to Asia
4. World-class telecommunication infrastructure
5. Mature and transparent political system
6. Easy incorporation process
Incorporating in Singapore is a strong choice when deciding where to base yourself. Stable economy, strong work forces, and business-friendly tax policies let you get up and running sooner- so you can spend less time tangled in admin and more time growing your business.
Contact us now to explore and start a business in Singapore.