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Singapore Private Limited Company in Singapore Private Limited Company is the most popular business entity in Singapore. Unlike business entities such as a Sole Proprietorship and Partnership, it has a separate legal status from its shareholders and directors who have limited liabilities for the debts and losses of the company. It has the rights to own properties. It usually has the words 'Pte Ltd' or 'Ltd' as part of its name. In many European countries or the US, it is commonly known as a corporation. Rikvin is Singapore’s leading specialist in company incorporation. You can engage Rikvin to assist you with the formation of a Private Limited Company with ACRA.

Features of a Private Limited Company

  • A legal entity separate and distinct from its shareholders and directors
  • It can sue or be sued in its own name
  • A minimum of 1 and a maximum of 50 shareholders
  • A subsidiary company, with at least one individual shareholder with minimum of 10 percent shareholding, is entitled to local tax and development incentives

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

Tax and Singapore Private Limited Company

Singapore Private Limited Company is considered a tax resident; it is therefore eligible for tax exemptions. New startup 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.

Notes

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

  1. Engage Rikvin to assist you with the incorporation of your company with ACRA.
  2. Go to Services and Fees and order an incorporation package.
  3. You can also drop in at our office and we can help you register with ACRA in less than hour. Please see Checklist for documents required for incorporation of a company.



An incorporated Private Limited Company in Singapore is the most popular business entity available through ACRA.

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 2 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
  • A company’s life is usually perpetual
  • Ownership of a company can be transferred and additional shareholders can be appointed

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.

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 your 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 your 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 Personal Income Tax
Post Incorporation Consideration
Singapore Compliance Matters

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.

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
Note: For applicant who are applying for Entrepass, a minimum of S$50,000 paid up is required.

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
  • Names or trademark which are similar to established names 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 Dependants' Pass.

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 an "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 business 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 business 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 (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

Documents Checklist

Required Documents

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