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.

EntrePass – Seasoned Businessman’s Ticket to Singapore

Singapore as a business hub will top the list of any foreign entrepreneurs, looking for a commercially viable location in the South East Asian region, to domicile their venture. Entrepass is a boon for such foreign entrepreneurs who wish to expand or debut their venture by forming a Singapore registered company.

The Singapore Entrepreneur Pass, popularly known as EntrePass, is suitable for foreign entrepreneurs seeking to set up a business in Singapore. Foreigners with a proven business track record and holding at least 30% share in a company registered in Singapore, for not more than six months, may apply for an EntrePass.

Applications are reviewed against a set of criteria that gauges the effective economic benefits that the proposed venture will bring to the country. Besides job creation for the locals another significant aspiration behind EntrePass is to foster innovation. Singapore as an enterprise hub is extremely receptive towards innovations and facilitates the commercialization of such ideas through several initiatives. Therefore, promoters of ventures that involve application of innovative technology or complement any existing technical innovation, or contribute to the growth of innovations stand a better chance of approval.

About EntrePass

It is jointly administered by the Ministry of Manpower (MOM) and the Standards, Productivity and Innovation Board (SPRING) of Singapore. SPRING assesses the viability of the proposed venture and MOM issues the EntrePass for successful applicants. In 2009 the investment threshold and certain other conditions were revised to raise the standard of applicants. EntrePass is granted to foreigners based on the feasibility and growth prospects of the proposed business. The EntrePass allows successful applicants’ families to live in Singapore. Dependant passes granted to immediate family members allow them to live, study and work and study in Singapore.

The Ministry of Manpower (MOM) grants an initial EntrePass with 1-year validity. This pass is renewable as long as your business meets the requirements outlined by MOM. With an EntrePass, you can travel in and out of Singapore with minimum hassle at the immigration. As an EntrePass holder, you are also eligible to apply for permanent residency in Singapore after a certain period.

EntrePass Eligibility Requirements

To be considered for an EntrePass, you must fulfill the following conditions:

• EntrePass application must be made within 6 months of the New company’s incorporation date or even before incorporation
• Own 30%-100% of shareholding in the company
• Possess relevant experience and track record(s) in creating and managing successful business(es)
• Provide S$50,000 and above in paid-up capital for the new company
• Submit a 10-page business plan detailing business goals and objectives

Documents Required for EntrePass Application

The following documents are required for all EntrePass applications:

• EntrePass application form
• A copy of educational certificate
• One passport-size photograph taken recently
• A copy of your passport details
• MOUs or contracts with potential clients for the new business, if any
• Brochures, press releases, or any other business collaterals from previous or existing business ventures
• A well-drafted, 10-page business plan detailing business goals and objectives

Procedure and Timeline

The MOM generally takes a period of 4 to 6 weeks to process an application because the requirements for EntrePass application are more stringent and complex. If there is further clarification required by Ministry of Manpower, it will delay the process of approval.

Upon Approval

The IPA letter is valid for 6 months from the date of notification of approval which allows you that much time to relocate to Singapore to start business operations. The IPA letter must be produced upon collection of the EntrePass at the Work Pass Division at Ministry of Manpower.

To collect your EntrePass, you will be required to present the following documents:

• A copy of the IPA letter
• Passport size photo
• 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 may 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 one day.

EntrePass Validity

The validity period of an EntrePass varies:

• Validity period for first-time applicants is up to two years
• Validity for renewals depends on meeting your total business spending and minimum local employment as outlined in your business proposal

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. Upon completing the procedures, your pass will be ready in 4 working days.
You may collect the pass at Ministry of Manpower personally or authorize AsiaBiz to collect it on your behalf.

Renewal of EntrePass

Renewals of the EntrePass are contingent on meeting the two main requirements stipulated by Ministry of Manpower. These are (as shown in the table below) related to employing certain minimum number of Singaporean or local workers and the Total Business Spending (TBS):

EntrePass Renewal Eligibility Summary

Rejection of Application

In the event that your EntrePass application is rejected, AsiaBiz will lodge an inquiry with MOM. 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 MOM will take a minimum of three weeks or more to review your appeal.

Permanent Residence Eligibility

EntrePass holders of P1, P2 and Q status are eligible to apply to become a Permanent Resident. There is no designated waiting period. However, you are required to submit 6 months of salary record, and preferably, your IRAS tax assessment. Therefore, you could plan your application at least after receiving your tax assessment.

Passes for Family Members

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

Those wishing to explore the application for a Singapore Entrepreneur Pass in greater detail can contact Asiabiz at +65-63034614 for expert consultation and advice.