Company Registration Requirements
The most common type of company to be incorporated in Singapore is the Private Limited Company. It is a type of a company limited by shares, 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 guide.
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 Companies 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 the name is:
- identical to another existing Company Name
- undesirable
- similar to establish Names or trademarks such as Coca Cola and Temasek
Shareholders: A minimum of at least one corporate or individual shareholder is required. A director and shareholder can be the same or different person(s). 100% local or foreign shareholding is allowed. The 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: A Singapore Private Limited Company must have at least one director who must be an “ordinary” resident in Singapore, ie a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/EntrePass or a Dependants’ Pass with a residential address in Singapore.
There is no limitation 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 of 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 “ordinary” resident in Singapore. The Singapore Companies Act requires each company to appoint a company secretary within six month of incorporation.
Share Capital/Paid-up Capital: The minimum paid-up capital for the registration of a Singapore company is S$1 or its equivalent in any other currency. 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 the 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. The use of residential address is allowed for certain types of business.
Memorandum and Articles of Association: The Memorandum and Articles of Association of a company must be lodged with ACRA. The Memorandum specifies the activities in which the company may engage in whereas the Articles of Association specifies the rules governing the internal management of the company.
For foreigners setting up a company – what you need to know
Engage a Professional Firm: Foreign corporations and individuals must engage a professional firm that speciallizes in company incorporation in Singapore to set up a company.
Work Visa for Foreign Individuals: Foreign individuals who wish to relocate to run their new Singapore Company operations have two types of work pass to choose from. For more details, please refer to our Singapore Work Pass Comparison Chart.
Work Visa for Foreign Corporation Management Staff: A Foreign Corporation that plans to relocate their management staff to Singapore to run their newly setup Singapore company setup must apply for Employment Pass. For more details, please refer to our Singapore Employment Pass information.
Foreign Individuals/Corporation Not Relocating to Singapore: Foreign Individuals and corporations that do not intend to relocate to Singapore to operate the company must appoint a Singapore resident director in accordance with the Singapore Companies Act.
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 physical 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 commence operation unless you have the necessary approval or license from the relevant government authorities.
Private schools, video companies, travel agencies, moneylenders, banks, financial advisers, childcare centres and importers, wholesalers 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 a minimum of three hours a day during normal business hours on weekdays.
Registration Number: The Business registration number, or UEN, issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.
Custom Registration: If your business activities involves import, export and transhipment in and out of Singapore, you will need to register your company with the Singapore Customs and obtain a Central Registration (CR) Number or commonly known as Customs Registration. The CR 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.
Compulsory Registration
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.
Voluntary Registration
You may also choose to register for GST voluntarily. Approval of a voluntary registration is at the discretion of the Comptroller of The Inland Revenue Authority of Singapore (IRAS). Once approved, you must remain registered for at least two years.
Rate of GST
The current GST rate is 7%.
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 certain 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 are not required.
Ongoing Singapore Company Statutory Compliance Considerations
Once your Singapore Company is incorporated, you must comply with the statutory requirements set by ACRA and IRAS. For more details, refer to our Annual Filing Requirements for a Singapore company.
Singapore Branch Office Registration Requirements
A Branch Office in Singapore is an extension of a foreign parent company registered outside of Singapore. The purpose of a Branch Office is to facilitate operation and revenue generation in Singapore for the foreign parent company. It is considered a non-resident for tax purposes, and therefore not eligible for tax incentives and exemptions available to Singapore private limited companies.
Taxation of Singapore Branch Office
A Singapore Branch Office is considered a non-resident company for tax purposes. Non-resident companies are not eligible for tax incentives for new start up or resident companies; and therefore most foreign companies prefer to set up a Subsidiary Company rather than a Branch Office.
Summary of Setup Requirements for Branch Office in Singapore
- 1 Corporate Shareholder + 2 Singapore Resident Agents
- A Registered Office Address in Singapore
Singapore Companies Act does not permit foreign companies to self register a Branch Office. You can engage Rikvin, Singapore’s leading specialist in registration of companies with ACRA, to assist you with the registration of a Branch Office at Accounting and Corporate Regulatory Authority of Singapore (ACRA). We can set up your Branch Office in less than 24 hours provided you have all required documents ready.
What you need to know before Registration
Name: The Branch Office name must be the same as the parent company. ACRA must also approve the name before the Singapore Branch Office can be registered. ACRA will reject a proposed name for the purpose of incorporation if:
- It is identical to another existing business name
- It is undesirable
- Names or trademark which are similar to established names such as Coca Cola and Temasek
Shareholders: The parent company must own 100% of the Branch Office.
Resident Agents: Singapore Branch Office must have at least two agents who are be “ordinarily” residents in Singapore. Singapore resident agents can be Singapore citizens or permanent resident; or holders of Employment Pass or Dependant’s Pass. Rikvin can assist you in the application of Employment Pass for the two foreign management staff members relocating to Singapore to run the Branch Office operations. These management staff members can act as the local agents for the Branch Office upon approval of their Employment Pass applications.
There is no limit on the number of additional local or foreign agents a Singapore Branch Office can appoint. The agent must be at least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice in the past.
Company Secretary: A Singapore Branch Office is not required to appoint a Company Secretary. It is, however, highly recommended to have a Company Secretary to help stay in compliance with the statutory regulations.
Registered Address: Every business 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.
Memorandum and Articles of Association: The parent company’s Memorandum and Articles of Association must be lodged with ACRA. Memorandum specifies the activities in which the company may engage whereas the Articles of Association specifies the rules governing the internal management of the company.
For Foreigners Setting Up a Branch Office – what you need to know
Engage a Professional Firm: Foreign corporations and individuals must engage a professional firm that specializes in business setup in Singapore to register a Branch Office.
Work Visa for Foreign Corporation Management Staff: Foreign Corporation that plans to relocate their management staff to Singapore to run their new Singapore Branch Office setup must apply for Employment Pass. For more details, please refer to Singapore Employment Pass (EP).
Foreign Corporations without Relocation to Singapore: Foreign corporations that do not intend to relocate foreign staff members to Singapore to operate the Branch Office can engage Rikvin’s Nominee Agent Service to appoint two local agents to fulfill the registration requirement.
Approval and Renewal Information
The registration process with ACRA is a two-step process:
- Name approval
- Branch Office registration
ACRA does not allow foreign companies to self-register. You can engage Rikvin to assist you in registering your Branch Office. It is not necessary for you to be in Singapore for the registration of the Branch Office. The approval process takes approximately between 1-2 days provided all 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.
Opening of a Corporate Bank Account
Once the Branch Office 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 having to be 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 centers and importers, wholesales and retailers of liquor licenses are some examples of business 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 transshipment in and out of Singapore, you will need to register your Branch Office 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 Branch Office is registered, you must comply with the statutory requirements set by ACRA and Inland Revenue Authority of Singapore (IRAS). For more details, refer to Post Incorporation.
Singapore Representative Office Registration Requirements
A Representative Office provides a foreign company interested in establishing operation in Singapore an avenue to assess business opportunities in Singapore market. It is also ideal for a foreign company that is interested in promoting its brand and to work with its local agents and distributors. It is a short-term setup (for up to three years), and it is not permitted to engage in commercial revenue-generating activities such as concluding contracts and opening of Letter of Credit.
Taxation of Singapore Representative Office
A Singapore Representative Office cannot engage in commercial revenue-generating activities, and therefore need not file for annual tax returns. However, income earned by the staff of the Representative Office including the Chief Representative is subject to Singapore personal income tax.
What you need to know before registration
Name: The Representative Office name must be the same as the parent company.
Shareholders: The parent company must own 100% of the Representative Office.
Chief Representative: Singapore Representative Office must have at least one representative who can be Singapore resident or foreigner staff member. Rikvin can assist you in the application of Employment Pass for the foreign staff member relocating to Singapore to run the Representative Office operations.
Registered Address: Every business 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.
Registration of a Singapore Representative Office
Rikvin is Singapore’s leading specialist in registration of companies. We can set up your Representative Office within 5 working days provided you have all required documents in order.
Upon approval of the application of your Singapore Representative Office, Rikvin can also assist you in the application of Employment Pass for the Chief Representative who plans to relocate to Singapore to run the Representative Office operations. The approval process by Ministry of Manpower of Singapore is approximately 3-5 weeks.
Approval and Renewal Information
International Enterprise Singapore takes about 5 business working days to approve each application. Once approved, it will send a Letter of Approval via email. The registration is valid for one year and subject to an annual renewal.
International Enterprise Singapore sends out a renewal notice two months prior to the expiry of the registration. It is mandatory for the renewal to be completed seven days before the expiration date. A representation office must upgrade to a Branch Office or a Subsidiary Company after a period of three years.
Opening of a Corporate Bank Account
Once the Representative Office 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 having to be Singapore.
Post Registration – What you need to know
Registration of Singapore Central Provident (CPF): The Singapore 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.
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 must be on all letterheads, invoices, billings or other documents used for official business communications.
Custom Registration: If your Representative Office plans to import and export of product samples in and out of Singapore, you will need to register with the Singapore Customs and obtain a CR Number or commonly known as Custom Registration.
