AsiaBiz Services

Most companies incorporated in Singapore are registered as Private Limited Companies because this business structure optimises success through tax incentives and exemptions as well as protects the personal assets of shareholders.

Here we have provided extensive information – from the registration process to post-incorporation compliance requirements – that will help you learn more about the end-to-end process of incorporating a business in Singapore.

Singapore Company Registration Requirements

The Singapore Companies Act requires all non-Singapore Corporations and individuals who wish to set up a company in Singapore to register the company through a professional firm.

To incorporate a Singapore company, you will have to meet the following conditions:

• Minimum 1 Shareholder + 1 Director + 1 Company Secretary
• Company must have a Singapore-registered office address
• Minimum initial paid-up share capital is S$1

Shareholders

The Singapore Companies Act allows a company to have a maximum of 50 shareholders.

• Shareholder(s) can be individual(s) and/or corporate entity/ies
• The director may also be the shareholder
• 100% local or foreign shareholding is allowed
• Details of shareholders will appear on public records
• Company shares can be issued or transferred to individuals, or corporate entity, anytime after the Singapore Company has been incorporated

Directors

The Singapore Companies Act requires at least one resident director who must be Singapore citizen or Singapore Permanent Resident, or EntrePass/Employment Pass/Dependent Pass holder with a residential address in Singapore.

• Singapore Companies Act does not allow corporate Directors
• Non-shareholders can also be appointed as Directors
• A director and shareholder can be the same person
• Details of Directors will appear on public records
• The appointed director must be at least 18 years of age and not be bankrupt or have prior record of malpractice

Company Secretary

The Singapore Companies Act requires every company to appoint a Company Secretary within 6 months of its incorporation.

• The Company Secretary cannot be the same person or corporation acting as the Sole Director/Shareholder
• Must be a natural person who is an “ordinarily” resident in Singapore

Paid-Up Capital

Paid-up capital is essentially the portion of share that the company has issued and received payment for in full. Issued share capital must be paid up immediately into corporate bank accounts upon company incorporation.

• Minimum paid-up capital is SGD 1, or its equivalent in any currency or asset
• Paid-up capital can be increased anytime after company incorporation
• Paid-up capital can be freely utilised for the company’s business expenses
• No authorised capital for Singapore company incorporation

Registered Address

All companies incorporated in Singapore must have a physical Singapore-registered office address.

• Registered address cannot be a PO Box address
• Certain types of businesses may use a home address

Singapore Company Incorporation for Non-Residents

Engage a Professional Firm: Foreign individuals and corporations must engage a professional firm that specialises in Singapore company incorporation to set up a company in Singapore.

Company Setup with Relocation to Singapore

Work Visa for Foreign Individuals: Foreign individuals who wish to relocate to Singapore to run their company operations can choose from two types of work pass. For more details, please refer to Work Pass Comparison Chart.

Work Visa for Foreign Company: Foreign companies that plan to relocate their management staff to operate their companies operation must apply for Employment Staff for their staff. For more details, please refer to Employment Pass.

Company Setup with Relocation to Singapore

Setup without RelocationForeign individuals and corporations that do not intend to relocate to Singapore to operate the company must appoint a Singapore Resident Director as required by the Singapore Companies Act. For more details, please refer to Nominee Director Service FAQ.

Information Required for Company Registration

The following information is required by the company registrar for the company incorporation:

• Company Name
• Brief Description of Business Activities
• Shareholders Particulars and the percentage of shareholdings
• Directors’ Particulars
• Registered Address

We will require the following documents from you in order to prepare the necessary company incorporation paperwork:

For Non-Residents: Copy of passport and proof of overseas residential address.

For Singapore Residents: Copy of Singapore identity card.

For Corporate Shareholder: A certificate of incorporation of the parent company, extract from the Registrar of Companies that shows the current registered address and directors of the parent company, and the Memorandum & Articles of Association.

Translated and officially-endorsed versions must be provided for all non-English documents.

Procedure and Timeline

If all your documents are in place, incorporating your company with AsiaBiz is a quick and efficient process that takes less than two hours. The administrative process is also fully computerised by the Singapore Registrar of Companies.

Your new company’s registration can be broken down into two essential steps.

1. Company Name Approval
2. Company Incorporation

Company Name Approval

Before you can incorporate your company, the Company Registrar must first approve the name you’ve chosen for your business. Unless your company name requires a review from corresponding external authorities for businesses such as banks, law firms, media companies, or educational institutes, this step is generally concluded within an hour. The name approval process can be delayed for 1-2 weeks if the name is referred to an external authority.

To ensure a quick and hassle-free name approval, make sure your company name meets the following conditions:

• Not identical or too similar to any existing local company names
• Does not infringe on any trademarks
• Not obscene or vulgar
• Not already reserved

Your approved name can be reserved for 60 days from the date of application. If you wish to extend the approved name reservation, you can file an extension request just before the expiry date.

Company Registration

Once the company name is approved, the company incorporation application and approval from the Registrar of Companies can be easily completed. All incorporation documents should be prepared and signed by the respective directors and shareholders of the company.

If you’re unable to be present in Singapore to sign your incorporation papers, you can then sign them at a Notary Public in your own location. You’ll then have to allow more time for the documents to reach Singapore to proceed with incorporating the company.

Although such cases are far and few between, authorities may do a random check on a shareholder or director. If this occurs, the company incorporation approval may take up to two weeks.

Certificate of Incorporation

After the successful incorporation of your new company, the Company Registrar will issue via email the incorporation e-certificate, which will also include the company registration number. This notification will serve as your official certificate.

If you do prefer a hard copy, we can make an online request to the Company Registrar after the company incorporation. A fee for this request is applicable and the hard copy can be collected the following day.

Company Particulars Extract (Business Profile)

You will be provided with your company’s business profile that contains particulars of the company.

Your Business Profile will contain the following:

• 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

Your company business profile is all you need for your Singapore incorporated company to conduct all legal and contractual matters including opening a corporate bank account, signing office leases, subscribing to telephone and internet services, and more.

Opening a Corporate Bank Account

Once your company is successfully incorporated, you can open a corporate bank account with any of the major banks in Singapore. Most of these banks require you to be present when you open an account with them. If you’re unable to be present for this administration, you should choose a bank that allows you to open a corporate bank account without your visit to Singapore.

You should explore the features and facilities offered by different banks and decide on the one that best meet your business needs.

The bank you chose will require your company M&A, and incorporation certificate. Some banks, however, may require further documentation such as bank reference and proof of residence.

Post-Incorporation. What’s next?

Now that you’ve successfully incorporated your company, you need to look at business operation issues such as opening a corporate bank account, register for GST (if your local sales revenue exceeds SGD 1 million for your Financial Year), obtain a Customs Registration Number if your business involves import or export, and more. For more details, refer to Singapore Company Registration: Post-Incorporation.

Singapore Company Statutory Compliance

Once your Singapore Company has been incorporated, you must comply with the statutory requirements set by Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS). For more details, refer to Singapore Company Registration: Singapore Company Statutory Compliance.

The Ministry of Manpower grants work visa known as Employment Pass (EP) and each EP has with a validity of 1 or 2 years, that is renewable as long as the pass holder remains employed with the company. With an EP, you can travel in and out of Singapore with minimum hassle at the immigration. As an EP holder, you are also eligible to apply for permanent residency in Singapore.

You can apply for Singapore Employment Pass (EP) work visa, if:

• You are a foreign Entrepreneur, professional, managing director of Singapore companies who wish to relocate to Singapore to manage your company operations;
• You are a locally incorporated Singapore Company and need to hire foreign employees;
• You have an Employment offer from a prospective Singapore employer. In this case, you will need the company to apply the employment pass application on your behalf;

Employment Pass Eligibility Requirements

To be considered for an EP, you must have a minimum fixed monthly salary of S$3,000 and possess one or more of the following:

• Recognised educational diploma/degree
• Professional qualifications
• Specialist skills

Your application is evaluated by the Ministry of Manpower based on your merits. There are also other factors that may affect your application, such as:

• Salary
• Age
• Roles & responsibility
• Related work experience
• Company’s background
• Company’s paid up capital
• Current citizenship

A recognised educational qualification does not guarantee a successful EP application. You’ll also need to satisfy other criteria such as relevant work experience and/or professional skills. Similarly, an applicant without a recognised educational qualification may not necessarily be rejected for EP if he has other compensating factors.

Documents Required for Employment Pass (EP)

We will need the following documents for submission of Employment Pass visa application in Singapore:

• Resume or CV stating your educational and employment history
• Copies of educational certificates and past employment testimonials
• A copy of your passport details

Any documents that are not in English must be translated into English by an official translation service.

Pass Types

There are three categories of Employment Pass: P1, P2 and Q1 Pass. The P Pass is for foreigners seeking managerial, executive or specialist jobs. The EP does not fall under any quota system nor is there a monthly levy charge for EP.

• P1 Pass
  For applicants earning a fixed monthly salary of at least S$8,000.
• P2 Pass
  For applicants earning a fixed monthly salary of at least S$4,500 and he/she possesses recognised qualifications.
• Q1 Pass
  For applicants earning a fixed monthly salary of at least S$3,000 and if he/she possesses recognised qualifications.

Employment Pass Eligibility Summary Table

Procedure and Timeline

We can apply for your EP in 3 Simple Steps. We submit all Employment Pass applications electronically to Ministry of Manpower as the application process is shorter. This means you will also learn about the outcome of your application sooner.

STEP 1

We shall apply for authorisation code required to submit EP applications online for newly incorporated company. It takes 7-14 days for Ministry of Manpower to send the authorisation code.

STEP 2

Once we obtained the authorisation code, your EP application will be submitted online. The Ministry of Manpower takes between 1-15 days to issue an approval.

STEP 3

Once the application is approved, the Ministry of Manpower will issue an In-Principle Approval (IPA) letter via email. The IPA letter must be produced upon collection of the EP at the Work Pass Division at Ministry of Manpower. An IPA letter is valid for Six months from the date of notification of approval.

To collect your EP you’ll need to bring:

• A copy of the IPA letter
• Recently taken passport size photograph
• Original passport with the entry embarkation cards
• Medical exam report* (if the In-Principle Approval states that you require one)
• Any other documents that are requested in the approval letter

* You can get a medical examination done in your own country through an established clinic/hospital or in Singapore. Most clinics in Singapore can provide medical examination and report within a day.

Employment Pass Validity

• Validity period for first-time applicants is up to two years
• Validity for EP renewals is up to three years

Entry Visa into Singapore

If you are overseas and require an entry visa to Singapore, your IPA letter will include a single journey entry visa. Upon your arrival in Singapore, we will make an appointment with Ministry of Manpower on your behalf for finger printing. Your pass will be ready in 4 days after you complete the procedures.

You may collect the pass at Ministry of Manpower personally or authorise AsiaBiz to collect it on your behalf.

Rejection of Employment Pass Application

In the event that your Employment Pass application is rejected, AsiaBiz shall lodge an inquiry with the Ministry of Manpower. Based on the reasons provided by the Ministry, we will submit an appeal that will address the issues outlined by the government body and also include all additional documents, if any, that they request for. The Ministry of Manpower will take a minimum of three weeks or more to review your appeal.

Change of Employer

You must apply for a new pass whenever you change employers. There is no need to cancel the existing pass before applying for a new pass. The Ministry of Manpower evaluates each application for a new pass based the applicant’s qualifications, work experience, and employer credentials. Once the new pass is approved, you shall have to arrange for the old pass to be cancelled by your old employer issuing a letter requesting the same.

Renewal of Employment Pass

The Ministry of Manpower will send an Employment Pass Renewal Form to your employer two months before your EP expires. You should submit the renewal application at least 4 weeks prior to the expiration of your EP. Upon approval, your employer will receive a letter of notification and your new pass is ready for pick up at the Ministry of Manpower.

Permanent Residence Eligibility

EP holders of P1, P2 and Q status are eligible to apply to become a Permanent Resident through the Professional, Technical & Skilled Workers scheme. There is no designated waiting period but one of the documents required is 6 months of salary record, therefore you should plan your application at least 6 months ahead. However, it is advisable for Q1 pass holders to wait at least 2 years before applying for permanent residency.

Passes for Family Members

All Employment Pass holders can apply for Dependant Pass and/or Long-Term Visit Pass for their family members.