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
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
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
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 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
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.
- Company Name Approval
- 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.
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.