What Do I Need to Know Before I Set Up a Singapore Company?
The most common type of business entity to set up in Singapore is a 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. The following steps will help you gain an easy understanding of incorporating a company in Singapore:
- Singapore Company Setup Requirements
- Documents Required
- Pre Incorporation Process
- Post Incorporation Process
- Open an SG Bank Account
- Frequently Asked Questions
What Are the Minimum Setup Requirements to Register a Company in Singapore?
- 1 Shareholder (individual or corporate entity)
- 1 Resident Director
- 1 Company Secretary
- Initial paid-up share capital of at least S$1
- A physical Singapore registered office address
What Do You Need to Provide Your Service Provider Before You Can Incorporate a Company in Singapore?
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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 as Coca-Cola and Temasek
Recommended for you, check Singapore Company Name check tool »
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Shareholders
A person or a corporate entity can become 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 shareholder 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.
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Resident Directors
A Singapore Private Limited Company must have at least one director who must be an “ordinary” resident in Singapore, which means a Singapore citizen, a Singapore permanent resident, or a person who holds an Employment Pass/EntrePass 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 about the directors will appear in public records. Directors can also be shareholders or vice versa.
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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 an “ordinary” resident of Singapore. Singapore Companies Act requires companies to each appoint a company secretary within six months of incorporation.
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Share Capital/Paid-up Capital
The minimum paid-up capital for registration of a Singapore company is S$1 or its equivalent in any currency. The minimum issued capital is one share of par value. “Bearer” shares or “No par value” shares are not permitted. Share or paid-up capital can be increased anytime after incorporation of the company.
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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.
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Governance Structure
The governance structure of a company and the interrelationship between the company and its shareholders are 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’ among themselves to capture some of their key rights and obligations in relation to how the company is to be structured and managed.
How Long Does it Take to Register a Company in Singapore?
It is important that you provide us with the complete information and identification documents to prevent any delay in compliance approval. Additional documents may be requested by the compliance team for further verification. The company name reservation typically takes approximately 20 minutes.
There 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.
Related Read: More information on Singapore company incorporation options for foreign individuals.
What Are the Procedures to Register My Company in Singapore?
Here are the steps to register a company in Singapore:
| Procedure | Responsibility | Notes | |
|---|---|---|---|
| Step 1 | Complete our detailed onboarding incorporation form online to expedite the business registration process | Client | Please click here to view the Singapore Company Incorporation form. |
| Upon receipt of the above, we will: | |||
| Step 2 | Review your documentation to ensure that all required documents have been provided. Our compliance team will then conduct a due diligence review before approving the onboarding of you as a client. | Rikvin | It is important that you provide us with the complete information and identification documents to prevent any delay in compliance approval. Additional documents may be requested by the compliance team for further verification. |
| Step 3 | Issue Invoice | Rikvin / Client | Upon receipt of payment, we will begin the incorporation preparation process |
| Step 4 | Reserve the company name and upon approval prepare all required documents. | Rikvin | The name reservation typically takes approximately 20 minutes. They 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. |
| Step 5 | The signing of incorporation documents | Client | The documents may be signed at our office in the presence of a Rikvin officer or, if you are overseas, the documents can be signed in the presence of a notary public or at a Singapore high commission. |
| Upon completion of the above, we will | |||
| Step 6 | Incorporate the company with the Accounting & Corporate Regulatory Authority of Singapore (ACRA) | Rikvin | In most cases, the company can be incorporated within 1 day. Upon successful incorporation, the Certificate of Incorporation and Business Profile will be issued by ACRA, usually within the same day |
| Step 7 | Issuance of corporate documents:
|
Rikvin | |
| Step 8 | Prepare company resolution and supporting documents for bank account opening | Rikvin / Client | We will provide you with the current list of Singapore based banks for your choice. |
Opening a Corporate Bank Account in Singapore
Once the company has been incorporated, you may open a corporate bank account in Singapore 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.
How Will I Know When My Singapore Company Has Been Incorporated?
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 the 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.
What Do I Need to Do After Successfully Registering a Business in Singapore?
Following are the Post Registration and Compliance things to be noted:
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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 or provide service unless your company receives the necessary approval or license from the relevant government authorities before company incorporation.
Private schools, video companies, travel agencies, liquor distributors, moneylenders, banks, Financial advisers, childcare centres 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 the public for a minimum of three hours per day during normal business hours on weekdays.
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Registration Number
The business registration number issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.
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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 organisations engaged in trading activities.
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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 8%.
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.
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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 the Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS).
FAQs for Singapore Company Incorporation
- Registering a Singapore company is quick and efficient. The entire registration procedure is online. There are three main tasks you need to do before you can register the company:
First: You need to get your business name approved by checking the name availability on the ACRA site and reserving the company name.
Second: Once you have reserved the company name of your choice, you need to fill out the specific government incorporations forms and prepare related documents such as the company constitutions which will state:- a) The officers’ names, such as the shareholder, director, and company secretary.
- b) The paid-up capital
Third: Upon complete collation of the required incorporation documents, you can proceed to incorporate the Singapore Company by filing all the information and materials with ACRA.
- Before registering a Singapore company, you must first have the business name approved by ACRA. The name registration procedure is simple and subject to the following guidelines:
- It cannot be identical to an existing business name in Singapore.
- The business name must not infringe on any trademarks.
- The name cannot be obscene or vulgar.
- Once the name is approved and reserved, and before you can file register the company with ACRA, a company must get the following documents ready:
- Documents required by ACRA: Company Constitution, previously known as the Articles of Association. You have the choice of adopting the standard Singapore company constitution provided by ACRA or creating your company constitution. Note: An ACRA standard constitution is acceptable for most small companies and consists of terms that are considered to be fair for all shareholders.
- Standard ACRA Forms to be
Signed and Consent to Act as a Director for each local and foreign director (the corporate director is not allowed).
Signed Consent to Act as Company Secretary by the company secretary. - Original identification documents to be sight by the CSP
Identification documents such as Singapore identity cards for Singaporeans and PRs, passports for foreigners, including proof of residential address details for each officer of the company. - KYC and Due Diligence
ACRA requires all Corporate Service Providers (CSP) to conduct a Know Your Customer (KYC) due diligence before they onboard a client. Note: All documents must be in English or officially translated into English.
- Once the company incorporation documents and forms are all ready to be filed with ACRA, the CSP can proceed to register the company online. The registration process is conducted online and takes less than an hour. In some rare cases, during incorporation, the company registration has to be referred to another government agency for further vetting; the process can take a few weeks.
- Foreign individuals are free to register a Singapore company, and they can own 100% shares of their company. A foreigner has an option of either running their company operations from overseas or locally. If they wish to relocate to Singapore, they must obtain an Employment Work Pass Visa.
- Singapore does not allow foreigners to incorporate a Singapore company without using a local corporate service provider who is commonly known as registered filling agent. The filling Agent is a company secretary who is a resident of Singapore and understands the Singapore company law..
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