Singapore Company Registration

What type of Singapore company registration is most common?

The most common type of business entity to be set up in Singapore is the private limited company. Hence, in this guide, we will explain how to register a private limited company in Singapore.

A private limited company is limited by shares and has a separate legal entity from its shareholders. It is recognised as a taxable entity in its own right. As a result, shareholders of a Singapore private limited company are not liable for its debts and losses beyond their amount of share capital.

All companies in Singapore must be registered with the Accounting & Corporate Regulatory Authority (ACRA) and abide by the Companies Act.

Minimum Setup Requirements to Register a Company in Singapore

• Shareholder (individual or corporate entity) – 1
• Resident Director – 1
• Company Secretary – 1
• Initial paid-up share capital of at least S$1
• A physical 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 it is:

• identical to another existing Company Name
• undesirable
• similar to established Names or trademarks such asCoca-Colaa and Temasek

Shareholders:  A person or a corporate entity can become a Shareholders either by subscribing for shares in the company or by purchasing the company’s shares. 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 Dependant’s Pass with a residential address in Singapore.  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:  All Singapore Companies must also appoint a competent Company Secretary whose main responsibility is to ensure regulatory compliance.The company secretary must be a natural person who is “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: Companies must also have a registered office to which all notices and official documents may be sent and at which the company is to keep the various registers that it is required to maintain under the law. 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.

Governance Structure: The governance structure of a company and the interrelationship between the company and its shareholders is governed by the company’s constitutional documents (the Memorandum of Association and the Articles of Association) as well as by the provisions of the Companies Act. Note that as of 1/1/2016, the memorandum and articles of association will be merged and renamed into a single document called the “Constitution”. All existing companies incorporated prior to the date, will not be required to merge the documents and simply can continue with their current M&A. It is also not uncommon to find the members of companies (usually in joint venture arrangements) entering into ‘shareholder agreements’ as among themselves to capture some of their key rights and obligations in relation to how the company is to be structured and managed.

Procedure and Timeline to Start a Company in Singapore

The step-by-step procedure and timeline is as follows:

It is important that you provide us the complete information and identification documents to prevent any delay for compliance approval. Additional documents may be requested by the compliance team for further verification. The name reservation typically takes approximately 20 minutes. The are 3 possible outcomes, namely approved, rejected or referred. A name will be rejected if it is too similar to an existing name. If the name is considered to be sensitive, or if it includes specific references to regulated industries, e.g., media, nutrition or school, the application will be referred to the relevant authority for approval which can take from 7 days up to 2 months for approval.
Upon approval, the name will be reserved for a period of 60 days and incorporation should be completed within this period. If not, we can apply for 60 days extension.

Opening a Corporate Bank Account in Singapore

Once the company has been incorporated, you may open a corporate bank account with any of the local or international banks based in Singapore.

Most banks require that the account signatories and directors be physically present in Singapore for paperwork signing when opening the company bank account. If you are unable to come to Singapore, some banks may accept the signing of documents at one of their overseas branches or at a Notary Public.

Certificate of Good Standing for Singapore Companies

The Certificate of Good Standing proves the existence of a company registered in Singapore, and that it is still live on ACRA corporate register. It bears the electronic signature of the Assistant Registrar of ACRA, and is available for companies only. The name of the company, its incorporation date, status, and activities will be stated on the certificate.

Post Registration and Compliance

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, wholesalers and retailers of liquor licenses are some examples of businesses that need permits to operate.

Registered Office Hours: You must have a registered office address and the office must be open to public for a 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 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 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.

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 Fund (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 17% 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 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).