Singapore Company Registration

Singapore company registration requirements

The most common type of business entity 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 is not liable for the debts and losses of the company beyond the amount of their share capital.

Corporate tax benefits

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 our Singapore Corporate Tax guide.

Setup requirements for Singapore company registration

• Minimum 1 Corporate 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 or
• identical to names reserved by the Minister in its register.

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, i.e. a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/EntrePass or a Dependant 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 any time after the incorporation of the company. Entrepreneurs incorporating via the EntrePass must inject a minimum paid-up capital amount of S$50,000.

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.

Procedure and timeline

The registration of a Singapore company is a dynamic process that is conducted online. Therefore, Singapore company incorporation can be completed in just a few hours, provided that all documents are in order. The following procedures may speed up or delay your company registration process:

• Company name registration: If the proposed company name is rejected by ACRA, your incorporation process will be delayed as you will have to register a new company name. Rikvin has created a new and free Singapore company name check service to help entrepreneurs check the availability of their desired company name.
• Signing of incorporation documents: If you are overseas, you must sign the documents before a Notary Public. This may set your incorporation process back by a few days.

How we can help you

Engage a Professional Firm: Foreign corporations and individuals are required to engage the services of a professional firm that speciallizes in company incorporation to register a Singapore company.

If you are relocating to Singapore: If you are a foreign individual who wishes to relocate to run the operations of the new Singapore Company, there are  two types of Singapore work visas  to choose from. For more details, please refer to our Singapore Work Pass Comparison Chart.

If you are a foreign corporation that plans to relocate your  management staff to Singapore to run the newly setup Singapore company, we can help you apply for their Employment Passes. For more details, please refer to our Singapore Employment Pass information.

If you are 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.

Open 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. Alternatively, we may help to connect you to a bank.

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To find out about what follows after successfully incorporating your company, please visit our  Singapore Post Incorporation page.