Singapore has consistently topped the World Bank’s “Doing Business” report that tracks and scores the indicators of the ease of doing business in over 190 countries of the world. Particularly, Singapore’s score for indicators measuring the ‘ease of starting a business’ has always been remarkably high. It is mainly attributable to factors such as quick and easy online registration, the S$1 minimum paid-up capital requirement and low registration fees. The Accounting & Corporate Regulatory Authority (ACRA) supervises the process for company registration in Singapore. The following article is an overview of the ten simple steps to register a company in Singapore.
Guide to Register a Company in Singapore
Step 1: Finalize the Entity Type
Before you register the business, it is essential to choose the legal structure that is ideally suitable for the nature of your business and would maximize the tax benefits. As a Private Limited Company entity type involves higher registration cost and complex compliance requirements after registration, first-time entrepreneurs must carefully consider the implications of choosing to register a business as a private limited company. It is not prudent to absorb a compliance obligation and cost structure that is disproportionate to the scale of risks involved or incomes generated by the business.
Sole Proprietorship will fit a small business that is less risky and typically operated by the owner himself; as this would have minimal post-registration compliance obligations, the compliance cost is also minimal. However, if the business relies on pooling of funds or other resources by two or more partners who would like to limit their liability, then a Limited Liability partnership would be an ideal choice. Notably, the chargeable profits of these two types of entities would be assessed as the income of the owners and subjected to personal tax rates.
A Private Limited Company is the common choice for businesses that have considerable risks, long-term plans, and high profits. This entity type limits the liability of the shareholders to their subscribed share capital, allows the entity to access tax concessions, conveys a credible image and increases the potential to attract more investors or access more financing options. However, the ongoing compliance cost is higher compared to that of a Sole Proprietorship or a Limited Liability Company.
Step 2: Choose, Check and Reserve a Company Name
Naming your business is undoubtedly an exciting experience. While you may seek suggestion from your associates and well-wishers, choose a name that is relevant to your business in the long run. You have to be mindful of the fact that ACRA will decline registration of names that are undesirable, or identical to any registered to reserved name, or unacceptable as per the direction of the Minister.
After you have come up with a list of potential names, check if they are available. It is likely that the names are already reserved or registered by some other company or individuals. This name-checking step will help you to identify and shortlist the names on your list.
Note: You may check company names using our Singapore Company Name Checker Tool
Having shortlisted the name, your next step is to apply for the approval and reservation of the name with the ACRA. The Registrar will generally approve the name quickly, the same day, if the name complies with the guidelines and does not infringe any trademark or copyrights and does not require the approval of other agencies. For instance, names that include words such as Banks, Finance, Funds, etc. need the approval of other Monetary Authority of Singapore.
To avoid unnecessary delay, corporate service providers like us ask our clients to provide two other choices of names in addition to their preferred choice.
Once approved, the name will be remain reserved for you for 60 days from the date of application. It is advisable to complete the company incorporation within the reserved period. Nevertheless, you can seek for an extended reservation of another 60 days by filing a request.
Step 3: Get Required Details Ready
The following items must be ready before proceeding with the registration process.
- ACRA approved company name
- Brief description of business activities.
- You need to appoint a minimum of one resident director in your company – the personal identification and address details.
- You can have anywhere between 1-50 shareholders – the personal identification and address details of each of the shareholders. In the case of corporate shareholders, the certificate of incorporation and Memorandum and Articles of Association. In the case of foreigners, their passport and overseas residential address proof, and other Know-Your-Client (KYC) information such as a bank reference letter, personal and business profile, etc.
- You need a local registered address for the company office in Singapore.
- You need to appoint an ordinarily resident person as a Company Secretary within six months from the date of company incorporation. In the case of a sole director, the director cannot act as a Company Secretary.
- You need paid-up initial capital of minimum S$1.
Step 4: Register a Singapore Company
Upon approval of the name by ACRA, you may proceed to register your company. After submitting the duly signed application form and all relevant documents and payment of the registration fees, the Registrar will approve the registration within one working day in most of the cases. In some rare cases, the Registrar may request additional information or documents.
Step 5: Issue of Certificate of Incorporation
When the application of registration is approved, and the Singapore company incorporation is successfully completed, ACRA will send an official email notification to confirm it. The email notification includes the company registration number and is treated as the official Certificate of Incorporation in Singapore, and no hard copy is issued. However, if you need one, you can make an online request to ACRA after incorporation by paying S$50 per copy. Hard copy Certificates of Incorporation can be collected from the ACRA office the day after filing the online request.
The Registrar also has a Business Profile created for your company upon incorporation. The Business Profile is a PDF document that has the following information:
- Company name and registration number
- Previous names for the company, if any
- Incorporation date
- Principal activities
- Paid-up capital
- Registered address
- Shareholders details
- Directors details
- Company Secretary details
A copy of this can be requested online from ACRA by paying a nominal fee. The copy of the Certificate of Incorporation and a copy of the Business Profile are the two commonly requested documents for purposes of contracts and other transactions.
Related Article: What is a certificate of Incorporation?
Step 6: Post Incorporation Formalities
After incorporation, the company must ensure that the following are in place
- Share certificates for each of the shareholders
- Share register indicating shares allotted to each of the shareholders
- Company seal for the company
- A rubber stamp for the company
Step 7: Opening a Corporate Bank Account
A corporate bank account is the most fundamental requirement for any business to commence its operations after its successful incorporation. As an international financial centre, Singapore has a wide choice of banks, including all leading international and regional banks. However, foreigners should take note the most of the banks require the physical presence of the principles. Due to the stringent international regulatory regime, such as FATCA, AML and CFT guidelines, some banks are inflexible; therefore it is advisable to be physically present to shop around for the bank that renders the best service. For those who are unable to be physically present, we can try to facilitate the opening of the bank account. Typically, the following documents are needed for opening a corporate bank account.
- Completed Corporate Account Opening Forms signed by authorized signatories.
- Board of Directors Resolution sanctioning the opening of the account and the signatories to the account.
- Certified True Copy of Resolution approving the opening of the account and the signatories to the account – almost all banks have standard forms.
- Certified True Copy of Certificate of Incorporation – certified by the company secretary or one of the directors.
- Certified True Copy of Company’s Business Profile from Company Registrar – certified by the company secretary or one of the directors.
- Certified True Copy of Company’s Memorandum and Articles of Association (MAA)- must be certified by the company secretary or one of the directors.
- Certified True Copies of Passport (or Singapore IC) and Residential Address Proof of the Directors, Signatories, and Ultimate Beneficiary Owners.
Step 8: Obtain a Business License
A Certificate of Incorporation does not amount to a license to operate a business. Certain business types need special licenses. Companies operating in Food and Beverage, education, financial services or those such as employment agencies and trading companies require special licenses to operate. The company, after incorporation, must make an application for the license with the relevant government agencies. Certain cases may involve more than one license.
Step 9: GST Registration
If the projected annual revenue of your company exceeds S$1 million, you need to register for the Goods and Services Tax (GST) with the Inland Revenue Authority of Singapore (IRAS). GST-registered companies need to charge this tax to their clients on the goods and services supplies and remit this amount to the tax authorities. GST-registered companies can also claim the input tax or the GST paid on their purchases or procurements. However, if the annual revenue of your company is not projected to exceed S$1 million, you need not register for GST.
Step 10: Annual Filing Requirement and Ongoing Compliance
Singapore registered companies are required to prepare annual financial statements in accordance with the Financial Reporting Standards of Singapore. In addition, they need to declare the revenue amount and Estimated Chargeable Income (ECI) by filing the ECI form with Inland Revenue Authority of Singapore (IRAS) within three months of the Financial Year End for the company. Besides filing annual tax returns with the IRAS, a company is also required to file annual returns with ACRA within one month of holding its Annual General Meeting, which is to be held once every calendar year.
To avoid prosecution and penalty by authorities in the event non-compliance, it is advisable to appoint a corporate service provider to promptly fulfill these annual filing and ongoing compliance obligations soon after incorporating a company.
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