Singapore Company Registration: A Comprehensive Guide

What Do I Need to Know Before Setting 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 undergo business registration 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?

What Documents Are Required for Company Incorporation in Singapore?

To incorporate your company in Singapore, the necessary step involves filing with ACRA Singapore. During this process, you will be required to furnish the following information:

1. 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 »

2. Shareholders

   Through business registration, shareholders can join the company as stakeholders by subscribing for shares or buying the company’s stock. At least one corporate or individual shareholder is required to fulfil the minimal conditions for company incorporation. A director and shareholder can be the same or different person. 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.

3. 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.

4. Company Secretary

   In addition to business registration, and company incorporation in Singapore, 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.

5. 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.

6. 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. The use of a residential address is allowed for certain types of businesses.

7. 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?

During the process of business registration, it is important that you provide us with 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 three possible outcomes: approved, rejected, or referred. A name will be rejected if it is too similar to an existing name. If the name is considered  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. To prevent any delays in the incorporation of your company in Singapore, it is crucial to select a distinctive and appropriate name.

Upon approval, the name will be reserved for a period of 120 days, and incorporation should be completed within this period. You will receive the appropriate certificates and paperwork certifying your company’s legitimacy after the registration is complete. If not, we can apply for a 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:

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.

When opening a company bank account, most banks require that the account signatories and directors be physically present in Singapore for paperwork signing. 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. For people unable to travel to Singapore in person, this flexibility may help make the process smoother.

It’s also vital to keep in mind that some banks can have particular rules or eligibility standards for opening corporate accounts. Therefore, it is wise to do some research and contrast the services provided by several banks to determine which one best suits the financial requirements of your firm.

How Will I Know When My Singapore Company Has Been Incorporated?

Certificate of Good Standing for Singapore Companies

Once your company has completed the process of business registration in Singapore, you can obtain a Certificate of Incorporation. This certificate serves as proof of the existence of your company and its registration on the ACRA Corporate Register. It bears the electronic signature of the Assistant Registrar of ACRA and is available for companies only. The Certificate of Incorporation includes important information such as the name of the company, its incorporation date, status, and activities. It is a crucial document that demonstrates the legitimacy and active status of your company in Singapore.

What Do I Need to Do After Successfully Registering a Business in Singapore?

Following are the Post Registration and Compliance things to be noted:

• 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 operations or provide services unless your company receives the necessary approval or licence 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 licences are some examples of businesses that need permits to operate. Additionally, it is a good idea to seek the advice of specialists or professional advisors who can assist you in acquiring the necessary permits and licences, guaranteeing a convenient transition from business registration to successful operation.

• 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.

• Registration Number

  The 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 organisations 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 8%.

  All Singapore businesses must register for GST if their annual taxable revenue is more than S$1 million, or if they are currently making taxable supplies where the annual taxable revenue is expected to be more than S$1 million.The GST registration process is expected to be completed within thirty days from the time the business becomes liable.

  You may also choose to register for GST voluntarily. Approval for voluntary registration is at the discretion of the Comptroller in IRAS. Upon approval, the registration obligation extends for a minimum period of two years. As a crucial initial step in complying with Singaporean tax regulations, GST registration for your business is essential. By promptly and appropriately incorporating your company with GST registration, you can safeguard it against penalties and uphold compliance with tax authorities.

• 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).