The Ultimate Guide to Register a Company in Singapore (2024)
Looking to start a company in Singapore? This guide covers everything you need to know, from the different types of company structures to key requirements and procedures for foreigners. Discover what motivates people to start companies in Singapore and follow the 3 simple steps to successful incorporation. Don’t miss out on this essential guide!
What Encourages People to Start Companies in Singapore?
Singapore is recognized as one of the best countries in the world for doing business because of its clear regulations and inviting investment and trade climate. The country is ranked second in the world in the Ease of Doing Business Report 2020, which serves as a benchmark for locals and foreigners interested in opening a company in Singapore. In Singapore, forming a company, as well as complying with the corporate regulations, is simple and inexpensive.
A thriving economy
A fair tax structure with modest tax rates.
An effective procedure for forming and managing a new company
Strategic geographical location
Superior infrastructure
Excellent standard of living
A workforce that is educated, productive and well-trained
An efficient financial system and capital markets
There are no limits on the repatriation of profits or the import of capital
Strict adherence to the law
Political and economic stability
A well-functioning administration that is free of red tape and corruption
Types of Company Structures in Singapore
Private Limited Company
Private Limited Companies are Singapore’s ideal and optimal business structure for international investors, particularly multinationals and small to medium-sized (SME) businesses.
This kind of organizational structure is frequently used to create businesses that have the benefit of having access to local tax incentives, flexibility, and scalability.
Private Limited Company permits up to 50 shareholders and offers special tax discounts and incentives. A private limited company (PTE LTD) is also considered Singapore’s most adaptable, technologically advanced, and scalable business structure.
Limited Liability Partnerships
An LLP is a versatile alternative for business owners who want to create a partnership but maintain legal independence. This type of entity combines elements of partnerships and corporations. The most modern and sophisticated corporate structure where each partner’s liability is often constrained is an LLP. An LLP is a separate legal entity from its owners and is owned by at least two partners, who may be persons, corporations, or both.
Subsidiary Company
A private limited company independent of the parent firm and has its legal personality is referred to as a subsidiary. The location of the dominant shareholder may be domestically or abroad.
Sole Proprietorship
One owner is responsible for the company’s assets and obligations in a single proprietorship. The owner of a sole proprietorship, whether a person or a legal body and the business are regarded as one because a sole proprietorship is not legally a freestanding entity. A sole proprietorship may only be registered by Singapore nationals, Singapore permanent residents, or EntrePass holders.
Branch Office
Foreign businesses may open a branch office and conduct business in Singapore as non-residents. It is both a branch of the parent company and a separate legal entity. Branch offices, however, are not entitled to any tax breaks or perks.
Representative Office
A representative office is a temporary structure that may only be established for three years. Under this arrangement, foreign businesses are only permitted to research the Singapore market; they are not permitted to engage in revenue-generating sales of goods or services.
Company With Variable Capital
The Variable Capital Company (VCC), launched at the beginning of 2020, is a revolutionary investment tool for Singapore. A growingly popular vehicle to register is the VCC because of its excellent adaptability.
Key Requirements for Setting up a Company in Singapore
Hiring an Authorized Registered Agent
According to Singaporean legislation, foreign individuals must engage local agent to register their company. It can be a lawyer, a certified public accountant or a registered filing agent (RFA). They will handle all paperwork and registration of the company in the local register, which is called Accounting and Corporate Regulatory Authority (ACRA).
Shareholders
There can be a minimum of one shareholder and a maximum of 50 shareholders in a Singapore private limited company. A shareholder can be an individual, corporate, or legal entity, such as a trust or another business. Singapore companies can be 100% local or foreign-owned. After the company has been incorporated, new shares can be given out, or existing shares can be given to a different party.
Directors
At least one director of the company must reside in Singapore, whether they are a Singaporean national, a permanent resident of Singapore, or a holder of an EntrePass, Employment Pass, or Dependant’s Pass. A Singaporean company is free to nominate as many national and foreign directors as it desires. A director cannot be in the state of bankruptcy or posses malpractice convictions within the past 5 years and should be at least 18 years old. Directors are not required to be stockholders..
Company Secretary
The Singapore Companies Act requires that every company appoint a professional company secretary within six months of incorporation. A person with their primary residence in Singapore is required to serve as the company secretary. It is significant to remember that the company secretary cannot be the same individual who serves as a director or shareholder if there is only one of each. Additionally, the position of a company secretary cannot be vacant for more than six months at a time.
Paid-up Capital
The required minimum paid-up capital to register a Singaporean corporation is S$1. There is no maximum and no tax on share capital. If company decides to start small, the paid-up capital (or share capital) may be raised at any moment after the company’s incorporation.
Registered Address
To register as a private company in Singapore, it will be necessary to obtain a local address which will serve as the company’s registered address. The registered address should be a physical address, not a post office box. Registered address can be a rented office or a serviced or virtual office. It is also allowed for local people to use their home address as their business address under the HDB’s Home Office Scheme. Singapore companies must have a registered office there that is open and active during regular business hours.
The Procedure for a Foreigner Starting a Business in Singapore
The Singaporean government has simplified the registration process for foreigners. You must choose the kind of company you want to incorporate, although, as mentioned earlier, Private Limited Companies are the most optimal and viable for foreigners. They provide a bouquet of benefits and advantages over other types of companies, including tax benefits, operating flexibility, protection for the shareholders and directors, scalability to name a few.
The application must be submitted online using ACRA portal https://bizfile.gov.sg. There will be requirement to use SingPass to login to the system. SingPass is assigned to local businesses and individuals. It is essential that you work with a professional services provider that will walk you through the whole procedure of registering a company in Singapore and provide all the necessary filing and registration itself through the Bizfile portal.
The registration process requires the following information:
The Company's Name
The Nature of Business Activities
Indication of Paid-up Capital (S$1 Minimum)
Local Registered Office Address
Information on Shareholders
Information on the Directors
There are two ways for foreigners to run their businesses in Singapore:
Registering a Singapore Business From Abroad: If you’re a foreigner interested in establishing a company in Singapore, although you operate it from abroad, you must appoint at least one director from Singapore. Other requirements for incorporation are the same as for locals who wish to form their company in every other respect. You can register online without having to travel to Singapore.
Registering a Company While Living in Singapore: If you have decided to relocate to Singapore and start a business, as previously said, you must employ the services of an agent, like a law firm, accounting firm or registered filing agent, and appoint a director who is a Singaporean citizen or permanent resident in Singapore. In order to live in Singapore and run your company, you will require an EntrePass or Employment Pass, which permits foreign business owners to start a new enterprise in Singapore and be officially employed by it. Other registration requirements remain the same.
3 Steps to Starting a Company in Singapore
Step 1: Approval of Your Company Name by ACRA
The chosen name for the company must first receive approval before it can be registered as a Singapore private limited company. The approval is instant, unless the name is related to any regulated activity, such as publishing, education, legal, medical services and some others. To determine whether the desired business name is already taken, run a search at BizFile+.
To increase your chances of getting a name approved quickly, ensure that the proposed name:
- It is not similar or overly close to any current local business names. It does not infringe on any trademarks.
- is not vulgar or obscene
- is not reserved already
A name reservation will be granted for 60 days following the application date. Submitting an extension request immediately before the expiry date can prolong the name for another 60 days.
Step 2: Prepare the Necessary Documents to Establish a Company in Singapore
An application to register a company in Singapore will be submitted online to ACRA (Accounting and Corporate Regulatory Authority), which oversees company registration in Singapore, by your chosen incorporation agent.
From your end, before the incorporation, you will be required to provide:
- Company name
- Brief description of activities
- Shareholders’ details and KYC information
- Directors’ details and KYC information
- Singapore Registered Business Address
- Information about share capital
- The articles (Constitution) of the company, although the standard version can be used
Documents required for Non-Residents (Foreigners)
- A photocopy of the passport
- Proof of Overseas Residential Address (POA)
- Additional Know-Your-Client (KYC) data, including a bank reference letter, a personal and business profile, etc.
Documents required for Residents of Singapore
- A copy of Singapore Identity Card.
Documents required if any of the Shareholders is a Corporate Entity:
- The incorporation certificate
- Memorandum and Articles of Association
Step 3: Submitting an application to ACRA and registering the business
Once all necessary documents are received by your filing agent, they can proceed to incorporate via BizFile. The government fee as a cost of registration is $315. Full costs involved in the company registration in Singapore can be found in our another article dedicated to costs of incorporation and maintaining the company.
Overall, the company would be set up in 15-20 minutes, and the confirmation of registration will be emailed immediately after the fee is paid.
What Happens After the Incorporation?
Certificate of Incorporation: As soon as the company has been incorporated, it can be ordered via Bizflile portal. This soft copy version is considered the legal Certificate of Incorporation.
Business Profile of the Company: A business profile, also in the form of a PDF, may be obtained from the ACRA for a small price of S$6.50. The first copy will be available immediately after the incorporation. The document includes:
- The name of the company and registration number
- Previous names of the business (if applicable).
- The date of incorporation
- Principal activities
- Paid-up capital
- Registered office address
- Information About the Shareholders
- Information about the Directors
- Information about the company secretary
Corporate Banking Account: After registering your company in Singapore, you can go to any bank there and open a bank account. You can read here How to Open Corporate Bank Account in Singapore.
Business License Application: You may also need to submit an application for a business license depending on your company’s activities. This procedure must be completed before commencing your business and following the registration of your company.
Registration for Goods and Services Tax (GST): You must register for Goods & Services Tax, or GST if you anticipate that your company will have more than 1 million annual revenue. You do not need to register for GST if your business’s yearly revenue is not anticipated to exceed S$1 million.
Common Seal: Some documents, such as Share Certificates or important resolutions, may require a common seal affixed on them. This is not a compulsory requirement.
Rubber Stamp: A rubber stamp of the business gives the document more credibility. The company’s name and registration number are inscribed on it. Some documents or application forms may require to be stamped, so it is better to have a rubber stamp made soon after the incorporation.
Share Certificates: Each shareholder receives a share certificate from the company secretary. It demonstrates their ownership of the business. Even if shareholders do not have their share certificates, the data entered during the registration remains in ACRA and serves as legal proof of ownership
The First Board Resolution: The shareholders of a corporation must convene as soon as it is registered in Singapore. They must debate and approve resolutions to designate at least one director to oversee business operations. Also, they may pass resolutions to appoint additional officers, like auditors, company secretaries, etc.
Bottomline
Singapore is a thriving first-world nation that offers new business owners a very welcoming business climate. Singapore is a good location to incorporate if you’re trying to decide where to establish a business. You may start your firm sooner thanks to a stable economy, robust labor markets, and business-friendly tax policies. As a result, you can spend less time bogged down in paperwork and more time enjoying it.
