Incorporation: How to Register a Company in Singapore
What is a Company in Singapore?
A company is a legal entity, separate and distinct from its shareholders and directors. In Singapore, there are 2 main types of companies – public and private companies. Public companies are listed on the Singapore Exchange (SGX) and typically have more than 50 members. Private companies are not listed on SGX and have a maximum limit of 50 members.
Owners of the companies are known as shareholders. The shareholders then appoint directors to manage the company. According to the Singapore Companies Act, any person (foreign or local) above the age of 18 can register a Singapore company.
Why Register (or Incorporate) a Company?
Unlike sole-proprietors and partnerships, owners of companies have limited liability. Companies are separate and distinct legal entities from their owners. Hence, company owners are not personally liable for the company’s debts or any legal action taken against the company.
However, companies have many more compliance requirements as compared to sole-proprietors and partnerships. These include filing annual returns and holding annual general meetings, and a failure to do so would result in disciplinary action from the Accounting and Corporate Regulatory Authority (ACRA). It also involves more work to wind up a company – it can take 5 months for the company to be removed from the register.
For businesses with a view to growth, a company would be the most suitable business structure. As against other business structures, the registration of a business as a company also confers other significant benefits, e.g. the relative ease of raising capital as well as ownership transferability. You may refer to our article on deciding between the various business structures in Singapore for more information.
Pre-Registration: Things to Take Note of
At least one person ordinarily resident in Singapore (either a Singapore citizen, a Singapore Permanent Resident, or a person who has been issued an EntrePass, Employment Pass or Dependant’s Pass) must be appointed as the director of the company.
There is no limit on the number of local or foreign directors that a Singapore company may appoint. Directors must be at least 18 years of age and must not have been a bankrupt or convicted of any malpractice in the past.
There is no requirement that directors have to be shareholders as well. Thus, non-shareholders may be appointed as directors.
A Singapore private limited company can have a minimum of one and a maximum of 50 shareholders. A shareholder can either be a natural person or a legal entity such as another company or a trust.
Singapore companies are allowed to have 100% local or foreign ownership. New shares can be issued or existing shares can be transferred to another person after the company has gone through the incorporation process.
According to the Singapore Companies Act, every company must appoint a qualified company secretary within 6 months of incorporation. The company secretary must be a natural person who is ordinarily resident in Singapore.
It is important to note that in the case where there is only a sole director/shareholder, the same person cannot act as the company secretary. The office of company secretary also cannot be left vacant for more than 6 months at any one time.
The minimum paid-up capital for registration of Singapore company is S$1. Paid-up capital (or share capital) can be increased anytime after the incorporation of the company.
In order to register a Singapore company, a local Singapore address must be provided as the registered address of the company. The registered address must be a physical address (can be either a commercial or residential address) and must not be a P.O. box.
Under the HDB’s Home Office Scheme, individuals may also use their residential address as the business address. This scheme applies to both HDB and private properties.
If you wish to use residential address as business address, you are advised to check with respective authority. Eligible flat owners/occupiers must seek prior approval from HDB, and owners of private residential property must seek prior approval from URA.
For Singapore companies, the registered office in Singapore must be both operational and accessible to the public during normal office hours.
The corporate tax rate in Singapore is 17%. Singapore registered companies enjoy very attractive tax exemptions and incentives. For instance, a new start-up company can claim tax exemptions on the first $200,000 of its normal chargeable income.
Notably, there are no capital gains or dividend taxes on Singapore companies. For more information, refer to our guide to corporate tax in Singapore.
For the purpose of company incorporation in Singapore, the following information is required by ACRA:
- Company name
- Brief description of business activities
- Shareholders’ particulars
- Directors’ particulars
- Registered address
- Company secretary’s particulars
- Company constitution
- The last day of the company’s proposed financial year end
Registering a Company
The procedures for company registration is fully computerised by ACRA in Singapore. Usually, a company can be incorporated in 1-2 days.
To register a business, the applicant must log into the BizFile+ website using his identification number and SingPass. Otherwise, the applicant may also engage the services of a registered filing agent (e.g. law firm, accounting firm or corporate secretarial firm) if the applicant does not have SingPass.
1. Choose a company name and address
To set up a Singapore company, the proposed name for the company must first be approved. Company name approval is obtained by filing an application with ACRA. A search at BizFile+ may be conducted to find out if the intended business name has already been taken.
Generally, the name approval/rejection notification will come through in less than an hour unless the proposed name has certain words (e.g. bank, finance, law, media, etc.) that might require the review and approval of a corresponding external government authority. If so, the name approval may be delayed by a few days or weeks.
To improve your chances of quick name approval, make sure that the intended name:
- Is not identical or too similar to any existing local company names
- Does not infringe upon any trade marks
- Is not obscene or vulgar
- Is not already reserved
An approved name will be reserved for 60 days from the date of application. You can extend the name for another 60 days by filing an extension request just before the expiry date. Read more about how to choose an ACRA-approved business name in our other article.
2. Have the company’s constitution ready for submission
Company registration entails the submission of a company constitution (previously known as Memorandum and Articles of Association) to ACRA. The constitution is a legal document that sets out regulations on how a company will be internally governed, its structure, shareholder rights and relations, and other regulations necessary for the management of the company. This document is usually reviewed by lawyers as part of the incorporation process.
If you do not want to draft a company constitution from scratch, model Constitutions are available here.
3. Complete registration on BizFile+
Once you have chosen your company name, address and have your constitution ready for submission, you can proceed to fill in the other details required on BizFile+. Other key information include shares details, as well as the particulars of the directors and company officers.
The registration fee is S$315. Once the fee has been paid, the company will be set up within 15 minutes. Should the application be sent for a review for approval, in the instance where the intention of the company is to set up a school, the set-up process could take from 14 days to 2 months.
Drafting Your Shareholder Agreement
Apart from the company constitution, another important legal document that is required as part of the incorporation process is that of a shareholder agreement.
The shareholder agreement is a document that spells out the rules and regulations on how the company is to be managed, including that of the relations between various parties such as the shareholders, directors and managers. A shareholder agreement supplements the company constitution by adding specific regulations that it does not cover.
A comprehensive shareholder agreement allows for a smooth management of the company and minimises disputes between various business parties in the company.
Post-Registration: Documents that Will be Issued
ACRA will issue several documents confirming the incorporation of the company, which include:
1. Certificate of Incorporation
ACRA will send an official email notification confirming the incorporation of the company. The email notification will include the company registration number and is treated as the official certificate of incorporation in Singapore.
A hard copy of the certification of incorporation is no longer issued by default as it is not needed in Singapore. If a hard copy is preferred, an online request can be made to ACRA after the incorporation of the company. A fee of approximately S$50 is applicable and the hard copy can be collected from the office of ACRA the next working day.
2. Company Business Profile
A business profile containing the particulars of the company may be obtained from ACRA by making a request online and paying a nominal application fee of S$16.50 on BizFile+.
Generally, the document (a PDF file) is available for download within an hour of the request and contains the following key details:
- Company name and registration number
- Previous names for the company (if applicable)
- Incorporation date
- Principal activities
- Paid-up capital
- Registered office address
- Shareholders’ details
- Directors’ details
- Company secretary’s details
The above 2 soft-copy documents (i.e. email notification of incorporation and company business profile) are sufficient in Singapore for all legal and contractual purposes including opening of corporate bank accounts, signing office lease, subscribing to telephone/internet services, etc.
Fees for Maintaining a Company in Singapore
After registering your company, you may need to incur certain fees in order to maintain it and ensure regulatory compliance.
For more information, you may refer to our article on registration and compliance fees for Singapore companies.
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