Ranked as the 2nd best nation in the world to do business, Singapore is a land of lucrative opportunities for investment. Let’s guide you, step by step, on how to incorporate your own business in Singapore.
Who Can Incorporate a Company in Singapore?
Provided you meet the required criteria, anyone can register a company in Singapore with relative ease. If you are a foreign investor however, you will need to use a registered Singapore company incorporation service to comply with the Singapore Accounting and Corporate Regulatory Authority (ACRA).
Don’t worry, this is a good thing! A good company incorporation service advisor will help make the process as quick and easy as possible, as it’s their job to advocate for you in this undertaking.
Incorporating a Company in Singapore as a Foreign Individual
As a foreign entrepreneur, you can set up your company yourself, but you must appoint a local Singapore resident as a director to comply with ACRA. However, after you’ve actually incorporated your business in Singapore, you can own 100% of the company shares, while being a foreign director.
You’ll need to provide your chosen Singapore company incorporation service provider the following:
- Copy of your passport
- Residential proof of overseas address
- Business profile
Incorporating in Singapore as an Existing Foreign Corporation
Our foreign company to have a presence in Singapore, you can incorporate as a subsidiary, representative office, or bank office.
As well as the documents needed to incorporate a new company as above, you’ll need to provide your Singapore company incorporation service the following:
- A Copy of Certificate of Incorporation of the Parent company
- Extract from Registrar of Company or Register of Members and Directors
- Memorandum and Articles of Association/Constitution/By-Laws
What are the Requirements for Incorporating a Company in Singapore?
So now we know who can incorporate a company in Singapore, let’s have a look at what you need to have to meet the requirements for Singapore incorporation.
- At Least one Shareholders (Can be individual or corporation)
- At least 1 Resident/Local Director
- At least 1 Company Secretary
- Initial paid-up share capital of at least S$1
- A physical Singapore registered office address
As you can see, it’s all pretty simple, and it’s that kind of accessibility that makes Singapore so attractive for starting a successful company.
What are the steps for Registering a Singapore Company?
We’ve covered who can incorporate in Singapore, and what requirements you need to meet to do so. Let’s get into exactly how to set up your company in Singapore with a simple step by step guide.
There are only 3 simple steps required to register your business in Singapore:
- Company Name Approval
- Registration Documents
- Company Registration with ACRA
Let’s go into those 3 steps in a bit more detail.
Step 1. Company Name Approval
Your first step is registering your company name with the Singapore Accounting and Corporate Regulatory Authority. Remember, all of these processes must be handled by a local Singapore company incorporation service provider.
There are just a few rules to follow:
- Your company name cannot be obscene.
- Your company name cannot infringe on existing trademarks.
- Your company name cannot be the same as any existing Singapore business.
- Your company name cannot be reserved by another company.
Assuming you can follow that simple criterion, ACRA can approve your company name in less than an hour. If you have a business that deals in fields that require a license, for example, law, medicine, or finance, it make take a few weeks to approve the name. Once your company name has been approved, ACRA will hold it for you for 3 months days. If you let it lapse, however, it can be released for someone else to use.
Step 2. Registration Document
Once your company name has been approved, you’ll need to prepare registration documents to enable the CSP to incorporate your company online.
Company Registration Documents Required by ACRA:
- Consent to Act form from each director.
- Consent to Act form by the company secretary.
- A Company Constitution (formerly known as Articles of Association). You can create your own constitution, or use the official template.
- Identification and proof of residential address for all officers and shareholders of the corporation.
In the interests of anti-money laundering regulations, your company incorporation service provider will also need to do some due diligence on your company, which is called “Know Your Customer” (KYC).
Your chosen Singapore company incorporation service will walk you through each of the registration documents, so it should be a very seamless process. These registration documents should be completed and approved within 1 day.
Step 3. Company Registration with ACRA
Once your company name has been approved and you’ve submitted your registration documents, you’re ready to be registered with the Singapore Accounting and Corporate Regulatory Authority.This is done online and takes less than an hour. Sometimes, but not often, it might need to be referred to another government department which will take a few extra weeks. For the vast majority of new businesses, you’ll be officially able to operate in Singapore within just 1 day!
What to Do After Your Company Has Been Registered in Singapore
If you’ve done everything correctly, you’ll be allowed to do business officially in Singapore straight away. There are however a few extra things you’ll want to do in the following days and weeks:
- Apply for any business licences you might need, e.g. medicine, law, etc.
- Open a corporate bank account.
- Register for Singapore Goods and Services Tax (GST).
- If you’re an importer or exporters, register with Singapore Customs.
- Put your ACRA registration number on all letterheads, invoices and other official collateral.
- Apply for any Singapore work visas needed by you or your foreign team members.
- Make sure you stay in compliance with ACRA.
Most helpfully, your company incorporation service provider can assist you in all of the above, whether it be introducing you to a few bank managers, or taking care of your tax compliance.
Singapore Company Incorporation Glossary and FAQ
What is ACRA?
The Singapore Accounting and Corporate Regulatory Authority (ACRA), is Singapore’s government agency that looks after company registration and compliance. Unlike similar departments of other governments around the world, ACRA has very little bureaucracy and red tape, which makes business incorporation much easier. If all goes well, you shouldn’t actually have to interact with them much at all, as your chosen company incorporation service provider will take care of the heavy lifting.
What is a Shareholder Defined as in Singapore?
- Any person or corporate entity can be a shareholder in a company in Singapore. To qualify as a shareholder, they must either subscribe for, or purchase the company’s shares.
- Your company will have to have at least one individual or corporate shareholder.
- A shareholder and a director can be the same (or different) person.
- Your company can have anywhere from 100% foreign, to 100% local shareholding.
- If you are a Singapore private limited company, you must have a minimum of 1, and a maximum of 50 shareholders.
- Shareholder details are public.
What is a Resident Director Defined as in Singapore?
- To be a Singapore Resident Director, you must be either:
Of whom must be residing in Singapore
- At least 18 years of age.
- Not be bankrupt or convicted of any crime in the past.
- Singapore Resident Directors can also be shareholders and vice versa.
- Resident Director details are public.
What is a Company Secretary Defined as in Singapore?
- Ensures regulatory compliance with relevant Singapore government agencies.
- A Singapore Resident.
- Must be appointed within 6 months of incorporation.
- Your company incorporation service provider can help you recruit your Company Secretary or can provide you with the service.
What is Share Capital/Paid-up Capital defined as in Singapore?
- The minimum paid-up capital to register as a company in Singapore is S$1 or equivalent.
- “Bearer” shares are not allowed.
- You can increase your paid-up capital at any time after your company is incorporated in Singapore.
What is the Corporate Tax Rate in Singapore?
- The Singapore corporate tax rate from 0 to 17%.
- A new company will be exempted for tax on S$200,000 of the first S$300,000 in chargeable income.
- There are no dividend or capital gains taxes in Singapore.
- All goods and services in Singapore are subject to a Goods and Services Tax (GST) of 7%.
How Much Does It Cost to Incorporate a Foreign Company in Singapore?
The cost of incorporating a foreign company varies, based on the quality of the incorporation service provider, and the level of support you need.
We have an online Incorporation wizard that can tailor a package for your needs.
As you no doubt picked up, it’s a very simple process to incorporate a company in Singapore, especially when you have the help of an excellent company incorporation service provider. We’ve made an effort in this article to give you as much free information as possible, but if you have any questions about incorporating your company in Singapore, just contact us.
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Eric comes from banking background. He provides consultancy to local and foreign entities on the ideal market-entry strategies for setting up or expanding operations in Southeast Asia.
Eric also provides advisory to fund managers and family offices on structuring as well as applicable tax incentives. He has also set up many VCC structures for licensed fund managers.