Setting Up a
Private Limited Company

Most companies in Singapore are registered as non-public restricted liability corporations (commonly referred to as non-public limited companies.) A private limited company in Singapore is considered a separate legal entity.   This guide supplies a detailed assessment of the requirements, procedure and timeline for registering a private limited company in Singapore.  Singapore has a set of initial and ongoing regulatory compliance requirements for starting and operating a company.

Features

• A legal entity separate and distinct from its shareholders and directors
• Partners have limited liability
• It can sue or be sued in its own name
• It can own property
• A minimum of 1 and a maximum of 50 shareholders
• A newly startup Private Limited Company is eligible for local tax exemptions and incentives

Advantages

• Shareholders not personally liable for debts and losses of company.
• Profits taxed at corporate tax rates.
• Newly incorporated companies are entitled to tax incentives and exemptions.
• The company, as a separate legal entity, does not cease to exist if one or more of its shareholders die.
• Ownership of a company can be transferred and additional shareholders can be appointed.
• Shareholders’ personal assets are protected since they are not personally liable for debts and losses of company.
• Ownership is transferable and additional shareholders can be appointed thus enabling additional capital injection for expansion purposes.
• Conveys a professional commitment and vision hence maximizes the potential of loans from banks and other fi nancial instituions and also establishes a credible image among the business community.
• Company is perpetual and business operations are undisturbed by changes in shareholders or the holding pattern.

Disadvantages

• It is governed by rules and regulations stipulated in the Singapore Companies Act. Violation of rules and regulation will result in penalties.
• Annual returns filing and Directors’ Report are required; must have at least one director and one company secretary.
• Greater disclosure and administration requirements, and therefore operation costs are generally higher.
• Directors must disclose to the company information about their interests in the company’s shares, contracts and debentures.
• Companies can be more expensive to set up.
• Companies must maintain ongoing compliance with ACRA/IRAS

Summary of Setup Requirements for Singapore Private Limited Company

• Minimum 1 Shareholder + 1 Resident Director + 1 Company Secretary
• Minimum initial paid-up capital is S$1
• A Singapore registered office address

Approval and Renewal Information

Rikvin can help you register a Singapore company with ACRA within one hour provided all required documents are in place. Once approved, ACRA sends out a confirmation of registration via email. The registration is valid for one year and subject to an annual renewal.

Notes

If you are a Singapore resident and you want to set up a company, you will need to do the following:

• Engage Rikvin to incorporate a Singapore Private Limited Company.
• Engage a Company Secretary through Rikvin’s Company Secretary Service. A Company Secretary is required in accordance with the Singapore Companies Act.

Related Topics

Singapore Private Limited Company Guide
Singapore Personal Income Tax
Post Incorporation Consideration

Registration for Private Limited Company

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.

Corporate Taxation

New start-up companies pay Zero tax on the first S$100,000 of chargeable income for the first three consecutive years. A further 50% exemption is given on the next S$200,000 of the chargeable income. For more details, refer to Singapore Corporate Tax

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

What you need to know before Incorporation

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 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: 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: 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.

Opening of a Corporate Bank Account

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.

Post Incorporation – What you need to know

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. For more details, refer to Singapore Corporate Tax.

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.

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

Step 1 – Submit Incorporation order form.

Please provide us your email address and we will email you the necessary incorporation forms.

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Upon receipt of the above from you, we will

• Check your proposed company’s name availability
• Follow-up with you to clarify queries (if any) and advise accordingly
• Send you an invoice for our services.

Step 2 – Make Payment

Upon receiving the payment for our services, we will prepare the incorporation documents to be duly signed either in Singapore before us or overseas before Notary Public.

Step 3 – Incorporate Company

Upon the signing of the incorporation documents, we will proceed to register the Singapore Company with Accounting and Corporate Regulatory Authority of Singapore (ACRA). Once the company has been incorporated, you may proceed to open a corporate bank account.

Documents Checklist

Required Documents

• Company Name
• Brief Description of Business Activities
• Shareholders Particulars
• Directors Particulars
• Registered Address

Free Name Check – Singapore Company

A company name check is performed by Rikvin as an initial step to ensure that your desired/proposed company name is available for incorporation in Singapore.

When forming a Singapore company you must choose a unique name.  No two companies registered at Accounting and Corporate Regulatory Authority (ACRA) may have the same name.

If the name is not unique or is already in use, the ACRA will not allow the company name registration to proceed.

Our free name check includes:

• Availability Check

  Our name check of your proposed company name/s will include name availability and conformity.
  This ensures that your proposed name doesn’t violate any basic rules as laid out by the authorities.

• Two name choices

  We recommend that you provide us with two proposed company name choices.
  Where the first choice is not available, a check will be done on the alternate second choice.

• Notification

  Just fill out the form below. We will do a preliminary check to see if your preferred name choice is available.
  Receive an email alert on the outcome of the name check within the same business day.
  All information is kept confidential.

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