The most common type of company to be incorporated in Singapore is the Private Limited Company. It is a type of private company limited by shares and registered with Accounting & Corporate Regulatory Authority (ACRA) under the Singapore Companies Act.
A Singapore Private Limited Company has a separate legal entity from its shareholders, and therefore they are not liable for the debts and losses of the company beyond the amount of their share capital. They are recognised as taxable entities in their own right.
This guide provides a detailed overview of company registration requirements, procedure, and timeline for registering your company in Singapore.
Setup Requirements for Singapore Company Registration
- Minimum 1 Shareholder + 1 Resident Director + 1 Company Secretary
- Minimum initial paid-up share capital is S$1
- Singapore Company must have a Singapore registered office address
Formation of Singapore Companies
A formation of a Singapore Company comes into existence upon registration under the Companies Act (Cap 50). It can have a minimum of 1 member. The members can be individuals or a corporations. Members of a company are most commonly referred to as ‘shareholders’. The Private Limited company is governed by the Singapore Companies Act, and has to also comply with the laws, rules and regulations under ACRA and the Inland Revenue Authority of Singapore, among others.
Registration of a Private Limited Company: The Key Issues to Note
Company Name: The company name must be approved by ACRA before the Singapore Company can be incorporated. ACRA will reject a proposed company name for the purpose of incorporation if:
- It is identical to another existing Company Name
- It is undesirable
- it is similar to established Names or trademarks such as Coca Cola and Temasek
Shareholders: A person or a corporate entity can become a Shareholders either by subscribing for shares in the company or by purchasing the company’s shares. A minimum of at least one corporate or individual shareholding is required. A director and shareholder can be the same or different person. 100% local or foreign shareholding is allowed. Singapore Companies Act allows a minimum of one and a maximum of 50 shareholders for a Singapore Private Limited Company. Details of shareholders will appear on public records.
Resident Directors: Singapore Private Limited Company must have at least one director who must be an “ordinarily” resident in Singapore, which means a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/EntrePass or a Dependant’s Pass with a residential address in Singapore. There is no limit on the number of additional local or foreign directors a Singapore Private Limited Company can appoint. The director must be at least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice in the past. Information of the directors will appear on public records. Directors can also be shareholders or vice versa.
Company Secretary: All Singapore Companies must also appoint a competent Company Secretary whose main responsibility is to ensure regulatory compliance.The company secretary must be a natural person who is “ordinarily” resident in Singapore. Singapore Companies Act requires companies to each appoint a company secretary within six month of incorporation.
Share Capital/Paid-up Capital: The minimum paid-up capital for registration of a Singapore company is S$1 or its equivalent in any currencies. The minimum issued capital is one share of par value. “Bearer” shares or “No par value” shares are not permitted.The Share or paid-up capital can be increased anytime after incorporation of the company.
Registered Address: Companies must also have a registered office to which all notices and official documents may be sent and at which the company is to keep the various registers that it is required to maintain under the law. Every company registered in Singapore is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. Use of residential address is allowed for certain types of business.
Governance Structure: The governance structure of a company and the interrelationship between the company and its shareholders is governed by the company’s constitutional documents (the Memorandum of Association and the Articles of Association) as well as by the provisions of the Companies Act. It is also not uncommon to find the members of companies (usually in joint venture arrangements) entering into ‘shareholder agreements’ as among themselves to capture some of their key rights and obligations in relation to how the company is to be structured and managed.
Procedure, Timeline and Requirements for Singapore Company Setup
The step by step procedure and timeline is as follows:
Rikvin can generates the Singapore company documents within 30 minutes due to its in house propriety software.
|1||Complete our full detail online form to expedite the incorporation process||Client||10 minutes|
|2||Send us passport copies (or IC for Singaporeans) of proposed directors and shareholders for Singapore company & make payment for the services||Client||Depends on you|
|Upon completion of the above, we will|
|1||Reserve company name||Rikvin||10 minutes|
|2||Prepare necessary incorporation documents||Rikvin||30 minutes|
|3||Sign and return incorporation documents||Client||Depends on you|
|Upon completion of the above, we will|
|1||Incorporate the company with Accounting & Corporate Regulatory Authority of Singapore||Rikvin||20 minutes|
|2||Prepare company documents for bank account opening and handover to the client||Rikvin||15 minutes|
Opening of a Corporate Bank Account in Singapore
Once the company has been incorporated, you may open a corporate bank account with any of the local or international banks based in Singapore, and in some cases, overseas.
If you are unable to come to Singapore, you may choose a bank that allows opening of a corporate bank account without your presence. Standard Chartered Bank and HSBC are two of the international banks that allow you to open a bank account without you coming to Singapore.
Certificate of Good Standing for Singapore companies
Post Registration and Compliance
Licenses and Permits: Some business activities in Singapore are subject to regulation by government authorities. Even if your business firm has been registered you cannot begin operation unless you have the necessary approval or license from the relevant government authorities.
Private schools, video companies, travel agencies, liquor distributors, moneylenders, banks, Financial advisers, childcare centres and importers, wholesales and retailers of liquor licenses are some examples of businesses that need permits to operate.
Registered Office Hours: You must have a registered office address and the office must be open to public for minimum of three hours per day during normal business hours on weekdays.
Registration Number: Business registration number issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.
Custom Registration: If your business activities involve import, export and transhipment in and out of Singapore, you will need to register your company with the Singapore Customs and obtain a CR Number or commonly known as Custom Registration. The central registration number is mandatory for Singapore companies or organizations engaged in trading activities.
Singapore Goods and Services Tax Registration: Goods and Services Tax (GST) is a tax on the supply of goods and services in Singapore and on the import of goods into Singapore. Goods exported from Singapore and international services provided from Singapore are exempt from GST. The current rate is 7%.
All Singapore businesses must register for GST if their annual taxable revenue is more than S$1 million, or currently making taxable supplies and the annual taxable revenue is expected to be more than S$1 million. The business is expected to register for GST within thirty days from the time it is deemed liable.
You may also choose to register for GST voluntarily. Approval for voluntary registration is at the discretion of the Comptroller in IRAS. Once approval is given, you must remain registered for at least two years.
Registration of Singapore Central Provident Fund (CPF): The Central Provident Fund or CPF is a compulsory pension fund scheme in which the employer and employee contribute a percentage of the monthly salary to the fund. CPF contribution by the employer is mandatory for all local employees who are Singapore citizens or permanent residents earning more than S$50 a month. The maximum CPF contribution rate for employer and employee is 14.5% and 20% respectively and can be lower depending on certain factors such as employee age, permanent resident status, etc. CPF contribution for foreign employees is not required.
Winding-Up of Singapore Private Limited Company
A company will continue to exist until it is dissolved. Dissolution often takes place after a process called ‘winding-up’ has been completed. Winding-up can take place voluntarily upon an appropriate resolution being passed by the company’s members. Alternatively, it can take place by an order of Court upon the successful petition of the company, a creditor, a contributory, a liquidator or a judicial manager of the company.
During the winding-up, a liquidator will be appointed. The liquidator’s role is to collect and realise the assets of the company. Generally speaking, the money collected will be used to first pay off all the debts of the company, and any amounts remaining will be distributed to the shareholders of the company.
Once the winding-up is concluded, steps can be taken to dissolve the company and have it de-registered.
Ongoing Singapore Company Statutory Compliance Considerations
Once your Singapore Company is incorporated, you must comply with the statutory requirements set by Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS). For more details, refer to Annual Filing Requirements for a Singapore company