Business Registration in Singapore
A complete guide on how to start a business in Singapore in 2024
Why register your business in Singapore in 2024?
Do you have a business idea to turn into a reality? Consider Singapore! Famous for its business-friendly environment, Singapore consistently scores high on the World Bank’s rankings. Its strategic location in Southeast Asia makes it an ideal entry point to ASEAN markets. With a stable political and economic environment, supported by reliable policies and rich foreign exchange reserves, Singapore provides a secure foundation for entrepreneurship. Its transparent legal system, low corruption levels and straightforward tax regime contribute to its ease of doing business. Finally, Singapore boasts a well-developed infrastructure with reliable transportation, advanced communication technology and excellent office spaces, providing a strong foundation for businesses to operate efficiently.
Attracting Global Businesses
So what types of businesses does Singapore’s rich landscape attract? With its strategic location, world-class infrastructure and supportive government policies, Singapore allures a diverse range of industries. Let’s take a look at some of these sectors:
Singapore is a magnet for international banks, insurers and asset managers. The Monetary Authority of Singapore (MAS) provides a strong regulatory framework, making it a secure and trusted location for financial institutions to operate.
As a global hub for tech innovation, Singapore excels in AI, cybersecurity and fintech. Government investment in R&D and support for startups through incubators and accelerators fuel a diverse tech ecosystem.
A leading logistics hub with one of the world’s busiest ports, Singapore benefits from government investment in maritime infrastructure and a pro-business environment. Efficient customs clearance and excellent connectivity further strengthen its position.
Singapore boasts a well-established IT sector nurtured by the Infocomm Media Development Authority (IMDA). A highly skilled workforce, strong intellectual property protection and solid infrastructure make it a prime location for tech giants and IT businesses.
Singapore’s high smartphone penetration and government support for startups fuel a thriving mobile app industry. Rich co-working spaces, accelerators and venture capitalists provide resources for mobile app development and launch.
Positioned to become a healthcare and biomedical sciences leader, Singapore attracts research and development in these fields, aiming to revolutionize healthcare solutions. Singapore is now a leader in biotech, focusing on pharmaceuticals, medical devices and stem cells. Government investment and the presence of numerous biotech companies solidify its position in this high-growth sector.
Many international law firms and consultancies choose Singapore for their Asia-Pacific headquarters, strategically located to serve the entire region.
Choosing The Right Legal Form
Different types of company structures
The very first thing you need to do is choose the right form of company structure for business registraion in Singapore. Be very careful with this decision, as it impacts liability, taxation and regulatory obligations. Here is a quick look at the different company structures available and their features:
| Pros | Cons |
|---|---|
| Shareholders' personal assets are protected. The owners' personal assets are safeguarded if the firm incurs debts or losses. | More complex setup and administration requirements. |
| The company can be a separate legal entity and can own property. | Annual reports should be filed with the Accounting and Corporate Regulatory Authority (ACRA). |
| Corporate income tax is between 0% and 17%. | Greater cost due to stricter regulations. |
| Pros | Cons |
|---|---|
| Similar to Pte Ltd., partners' personal assets are protected. | A less common structure for investors compared to Pte Ltd. |
| Profits can be shared unequally based on partnership agreements. | Profit-sharing disagreements can be complex to resolve. |
| No minimum paid-up capital is needed. | The process of changing ownership is more complex for businesses that aren't private limited companies. |
| Pros | Cons |
|---|---|
| Full foreign ownership allowed. | Requires additional legal and administrative work compared to Pte Ltd. |
| The parent company's liability is limited to its investment in the subsidiary. | Higher costs of incorporating and maintaining the subsidiary. |
| Protects parent company's assets from subsidiary's debts. | May face more regulations depending on the industry. |
| May benefit from tax treaties Singapore has with other countries. | Cannot exist without a parent company that owns a majority stake. |
| Pros | Cons |
|---|---|
| Easiest and quickest business structure to establish. | The owner is personally liable for all business debts and obligations. |
| Minimal registration fees and compliance requirements. | Difficult to raise funds or attract investors. |
| The owner has complete control over the business and its profits. | The business ceases to exist if the owner dies or becomes incapacitated. |
| Income tax applies to revenue earned, hence there's no requirement to file a yearly return. |
| Pros | Cons |
|---|---|
| Full foreign ownership allowed. | May have restrictions on the types of business activities it can conduct. |
| Less complex setup compared to incorporating a subsidiary. | Branch profits may be subject to higher corporate tax rates. |
| Operates under the legal identity of the parent company. | Less control over day-to-day operations compared to a subsidiary. |
| Liability is limited to the parent company's assets. | The parent company is liable for any losses. |
| Pros | Cons |
|---|---|
| Most cost-effective way to establish a presence in Singapore. | Restricted to non-commercial activities. |
| Ideal for market research, promotion, and liaison activities. | Not a separate legal entity and has no contractual powers. |
| Cannot engage in revenue-generating activities. | May require renewal of the representative office license periodically. |
| Liability is limited to the parent company's assets. | The parent company is liable for any losses. |
| Pros | Cons |
|---|---|
| Increased flexibility allows it easier to raise capital as share capital can vary. | Less established structure with limited case law. |
| Can be appealing to venture capitalists due to its growth potential. | Requires careful management of capital structure and shareholder rights. |
| Less stringent compliance requirements compared to Pte Ltd. | May not be ideal for all types of businesses due to its complexities. |
| Liability is limited to the parent company's assets. | The parent company is liable for any losses. |
Advantages of Private Limited company in Singapore
To conclude, Pte Ltd is the most popular and recommended option for a foreign business owner seeking business registration Singapore. Besides, often it is the only option available for them to start and register business in Singapore. It offers a well-balanced combination of flexibility, limited liability protection and a streamlined registration process. Here are 6 key features and advantages that it provides:
- Limited Liability and Separate Legal Entity
One of the most significant advantages of a Pte Ltd company is the concept of limited liability. This means that the personal assets of shareholders are generally protected from the company’s debts and obligations. This structure functions as a separate legal entity from its shareholders. If the company encounters financial difficulties, creditors can only go after the company’s assets, not the personal savings or possessions of the shareholders.
- Minimum and Maximum Shareholders and Board of Directors
A Pte Ltd company offers a flexible ownership structure that caters to a range of business needs. It requires a minimum of one shareholder to get started, making it suitable for sole proprietors seeking to incorporate. On the other hand, it allows for a maximum of 50 shareholders, which can be ideal for businesses with multiple partners or investors. This controlled ownership structure is particularly well-suited for SMEs.
The company’s operations are overseen by a board of directors elected by the shareholders. The directors hold the responsibility of making strategic decisions and ensuring the smooth running of the business.
- Minimum Paid-Up Capital and Perpetual Existence
There is a S$1 or its equivalent in any currency minimum paid-up capital requirement for establishing a Pte Ltd company. This offers some financial flexibility during the initial stages of business formation.
Unlike a sole proprietorship, which ceases to exist if the owner dies or leaves the business, a Pte Ltd company has a continuous lifespan. So if there are changes in ownership or management, this ensures business continuity.
- Streamlined Registering Process
The process of registering a Pte Ltd company in Singapore is relatively streamlined. Registration is conducted through the Accounting and Corporate Regulatory Authority (ACRA). Remember that this legal form has more compliance requirements than sole proprietorships or partnerships. These include holding annual general meetings and filing audited financial statements. However, these requirements are designed to promote transparency and good corporate governance.
- A Competitive Flat Tax Rate
All companies in Singapore including Pte Ltd are subject to a corporate income tax rate of 17%. This flat tax rate is highly competitive and makes Singapore an attractive location for businesses looking to optimize their tax efficiency.
- No Capital Gains Tax
Singapore’s tax system offers a significant advantage for business owners: there is no capital gains tax on profits earned from the sale of assets held by the company. This means that if your company sells shares, property or other investments, any capital gains generated are not subject to taxation.
Understanding the Corporate Tax Regime
What is the Corporate Tax System in Singapore?
Singapore’s corporate tax system is designed to be friendly to foreign businesses. It features a competitive flat tax rate of 17% on a company’s chargeable income. Additionally, the government offers tax exemption schemes for startups.
Unlike the US and many other countries that tax worldwide income, Singapore follows a territorial basis of taxation. The companies are primarily taxed on income sourced within Singapore. Foreign-sourced income, such as branch profits, dividends and service income, is generally not taxed until it is remitted or deemed remitted into Singapore. There’s an exception for foreign income already taxed in a country with a headline tax rate of at least 15%.
Corporate tax rates for Pte Ltd companies
When it comes to corporate taxes, Singapore offers a transparent and competitive environment for Pte Ltd companies. As mentioned above, all companies in Singapore are subject to a flat corporate income tax rate of 17% on their chargeable income. This applies to both local and foreign companies. However, there are tax exemptions available that can significantly reduce the effective tax burden specifically for Pte Ltd companies.
For example, qualifying companies can enjoy a partial tax exemption on the first S$100,000 of their chargeable income. This translates to a more favorable tax rate of around 8.5% for that initial portion of their profits. This benefit is especially helpful for new businesses or those with lower profit margins. The government also offers a startup tax exemption scheme. Qualifying startups can be completely exempt from taxes on their chargeable income for the first three years of operation.
Tax exemptions for startups
There are two main options available to help businesses establish themselves:
- Startup Tax Exemption (SUTE): Available for startups incorporated less than three years ago. It offers a tiered tax exemption structure for the first three YAs:
- 75% exemption on the first S$100,000 of normal chargeable income; and
- A further 50% exemption on the next S$100,000 of normal chargeable income.
To be eligible for SUTE, your newly incorporated company should:
- Be registered in Singapore
- Be a tax resident of Singapore for the YA
- Have a maximum of 20 individual shareholders
- At least 1 shareholder must own 10% or more of the issued ordinary shares
- Partial Tax Exemptions (PTE): Companies that do not qualify for SUTE, including companies limited by guarantee, are eligible for partial tax exemption (PTE).
The tax exemptions for qualifying companies are as follows:
- 75% exemption on the first S$10,000 of normal chargeable income; and
- A further 50% exemption on the next S$190,000 of normal chargeable income
The due date for corporate tax filing in Singapore is 30 November. You must e-file your company’s Form C-S / Form C-S (Lite) / Form C for the current year of assessment which will cover the company’s financial statement submitted in the previous year.
We also recomend learning more about tax filing on the official IRAS website at https://www.iras.gov.sg/taxes/corporate-income-tax
Want to know how much tax your company will pay?
Use our Corporate Tax Calculator to instantly calculate how much tax your company will pay depending on the net profit:
Click HereAdditional Deductions and Incentives by Government
Besides the above exemptions, the Singapore government has implemented a few additional incentives to help startups and SMEs in the country. In collaboration with the IRAS, Singapore has established tax reduction programs specifically targeted at businesses, with a particular emphasis on startups.
- Startup SG Founder Grant
The Startup SG Founder Grant is specifically aimed at first-time entrepreneurs, offering them crucial guidance and initial funding to kickstart their ventures. This grant provides a dollar-for-dollar matching grant of up to S$30,000, essentially tripling the initial investment made by the entrepreneur. To qualify for this grant, applicants must be Singaporean citizens or Permanent Residents (PRs) with a minimum 30% ownership stake in their newly formed private limited company.
- Startup SG Equity
The Startup SG Equity is suitable for startups demonstrating high-growth potential. Under this scheme, the government partners with qualified third-party investors to provide funding to eligible startups. The government’s contribution varies depending on the nature of the startup. For general tech startups, the government invests a significant portion, covering 70% of the first S$250,000, and then matches investments equally up to a maximum of S$2 million. For deep tech startups, the government contributes 70% to the first S$500,000 and matches subsequent investments up to S$4 million. To be eligible for Startup SG Equity, companies must be Singapore-based with core operations in the country. They should also be incorporated within the last five years and possess a strong intellectual property portfolio.
- Startup SG Tech
The Startup SG Tech program applies specifically to tech startups, providing them with the resources necessary to commercialize their innovative technologies. This program offers two grant options: Proof-of-Concept (POC) and Proof-of-Viability (POV). The POC grant supports projects testing the technical and scientific possibility of new technology, offering funding of up to S$250,000. For startups with lab-proven technology seeking to validate its viability, the POV grant provides funding of up to S$500,000. The program prioritizes startups operating in key growth sectors such as advanced manufacturing, robotics and clean technology. To qualify, companies must be incorporated within the last five years and maintain a minimum of 30% local shareholding.
- Enterprise Development Grant (EDG)
EDG supports business growth and transformation. This grant targets three areas: Core Capabilities (branding, strategy, HR), Innovation and Productivity (product development, automation) and Market Access (overseas expansion). It offers financial aid, covering up to 70% of qualifying project costs for SMEs and 50% for larger firms. These costs include equipment, software, internal manpower and consultancy fees. Companies should have at least 30% local ownership and the financial capacity to complete the project to qualify.
- Double Tax Deduction for Internationalization (DTDi)
This scheme is offered to help businesses venturing overseas. It provides a significant incentive by allowing companies to claim a 200% tax deduction on qualifying expenses incurred during international market expansion and investment development activities.
While most DTDi deductions require approval from Enterprise Singapore (ESG) and the Singapore Tourism Board (STB), there’s a simplified process for companies starting their internationalization efforts. For the first S$150,000 of eligible expenses, companies can claim the DTDi deduction without prior approval.
- Intellectual property (IP) acquisition expenses
For the years of assessment 2019 to 2025, the government offers an enhanced tax deduction of 200%. This applies to two categories of qualifying expenditures. The first S$100,000 spent on registering qualifying IP; and the first S$100,000 spent on licensing qualifying IP both qualify for this enhanced deduction.
The incentives become even more attractive for the years of assessment 2024 to 2028. For qualifying IP registration expenses, the tax deduction is boosted to 400% for the first S$400,000. Businesses with a revenue of less than S$500 million in the relevant year can claim a 400% deduction on the first S$400,000 of qualifying expenditure incurred to license or acquire IP.
Requirements for Business Registration in Singapore
Both local and foreign entrepreneurs must apply to register business in Singapore with the ACRA Company Registrar. While the process is the same for everyone, foreign applicants can’t self-register a company and should engage a licensed incorporation service provider. These filing agents (RFA) act as your intermediary, handling everything from forms and fees to ensuring compliance with regulations. They are specifically equiped with business registration Singapore knowldge and special license. Their dedicated managers will guide you through the incorporation process, from understanding the necessary paperwork to navigating every step of business registration with ACRA. Below are the three main steps you need to follow when registering a business:
Step 1: Ensure you meet the eligibility criteria
Before applying to the ACRA, make sure that you meet the following requirements:
- Minimum 1 Director: Appoint at least one director who is 18 or older and eligible to hold the position.
- Resident Director: Always have at least one director who is a Singapore Citizen, Permanent Resident (PR) or EntrePass holder.
- At least one shareholder: Your company can have multiple shareholders up to 50, who can be either individuals or other companies. Ownership can be by individuals or legal entities, with 100% foreign ownership allowed.
- Paid-Up Capital: The minimum paid-up capital is S$1, though it can be increased later.
- Singapore Registered Address: Maintain a physical address within Singapore, not a P.O. Box.
- Company Secretary: Appoint a company secretary to manage and file necessary documents for compliance.
- Hire a Reliable ACRA-Registered Filing Agent: Since foreign applicants cannot register on their own, enlist the help of a licensed filing agent registered with ACRA. These specialists will guide you through the entire process.
- Business Activity Classification: Select your SSIC code which reflects your business activities (used for government statistics, some codes require licenses).
Step 2: Choose a unique company name
You’ll need to choose a unique and available company name that complies with Singapore’s naming regulations. The chosen name must first receive approval before it can be registered as a Pte Ltd. The approval is instant unless the name is related to any regulated activity, such as publishing, education, legal, medical services and others. To determine whether the desired business name is already taken, run a search at BizFile+.
When choosing a name for your company, ensure that the proposed name is:
- following copyrights or trademark guidelines
- not vulgar or obscene
- not reserved already
- related to your company
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 3: File with ACRA and submit the necessary documents
Once you’ve confirmed your eligibility and gathered the necessary information, it’s time to file your incorporation application with the ACRA. You will be required to submit:
- Company Name
- Business Activities and SSIC Code
- Shareholders’ details and Know-Your-Client (KYC) information
- Directors’ details and KYC information
- Registered Singapore Business Address
- Share Capital Details
- Company Constitution
Documents required for Non-Residents (Foreigners):
- A photocopy of the passport
- Proof of Overseas Residential Address (POA)
- Additional KYC data, including a bank reference letter, a personal and business profile, etc.
Documents required for Residents of Singapore:
- A copy of the Singapore Identity Card
Documents required if any of the Shareholders is a Corporate Entity:
- The incorporation certificate
- Memorandum and Articles of Association
Once all necessary documents are received by your filing agent, they can start with the business registration procedure via the BizFile+ portal.
Approval and Notification
It takes approximately 15-20 minutes to lodge an application for a simple business structure. Once the submission is done and the fees are paid, the application will be approved instantly. The only exceptions are the cases for which the authority will perform additional checking. In this case the application can be delayed for a few days.
Next Steps After Business Registration in Singapore
Once your business is successfully registered, ACRA will send you a notification of incorporation via email immediately after the fee is paid. This electronic document serves as the official certificate of incorporation and is valid for use in Singapore.
Post-Incorporation Tasks
- Company Registration Confirmation: As soon as the business has been registered, a Certificate of Incorporation will be sent to you by ACRA. You can request a physical copy online for a S$50 fee.
- Business Profile (BizFile): ACRA will also provide you with your company’s complimentary business profile, which acts as your company’s digital identity card and 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
- Opening a Corporate Bank Account: With your registration complete, you’re now eligible to open a corporate bank account! Find out how with our comprehensive guide.
- Business Licenses (if applicable): Depending on your company’s activities, you might need to acquire specific business licenses. This procedure must be completed before commencing your business and following the registration of your company.
- Goods and Services Tax (GST) Registration: You must register for GST if you anticipate that your company will have more than S$1 million in annual revenue.
Hiring employees
After you successfully register business in Singapore, you need to focus on hiring employees.
Firstly, familiarize yourself with Singapore’s Employment Act (EA). Decide whether to focus on local or foreign talent. Each path has its own set of regulations and understanding these will help you approach the hiring process effectively. For example, if you choose to hire local talent, you’ll be responsible for making mandatory contributions to the Central Provident Fund (CPF) on their behalf. The CPF is a social security system that provides retirement, housing and healthcare benefits for employees. If you plan to hire foreign workers, you’ll need to obtain the appropriate work pass or permit based on their qualifications and job role. Common options include the Employment Pass (EP) for professionals and executives, the S Pass for skilled workers and the Work Permit for semi-skilled workers.
Secondly, make key employment decisions. Will you offer full-time, part-time or fixed-term contract positions? This decision will impact factors like salary structure, benefits offered and leave entitlements.
Thirdly, craft clear and effective job postings that accurately reflect the position and its requirements. Shortlist and interview qualified candidates to identify the best match for your team.
Finally, upon selecting your ideal candidate, finalize an employment contract that adheres to the Ministry of Manpower’s (MOM) mandated Key Employment Terms (KETs). These KETs cover essential aspects like job title, salary, working hours, leave entitlements and termination clauses.
Compliance and Annual Filings
Once you have officially registered your Singapore business, the Companies Act mandates specific annual filing requirements.
Maintaining good corporate governance is essential for any business in Singapore. This includes complying with regulations set by the ACRA and IRAS. Failing to do so can lead to substantial penalties and damage your company’s reputation.
One key aspect of compliance is filing annual returns with ACRA. These reports provide essential information about your company, including details on shareholders, directors and your company’s financial standing.
Companies are also required to file tax returns with IRAS based on their annual profits. The specific taxes you’ll need to pay will depend on your business structure and income level. You might be liable for corporate income tax, GST or other relevant taxes.
Understanding the Costs
The cost of registering business in Singapore can vary depending on several factors.
Incorporation fees include the official registration of your company and typically comprise government charges from ACRA along with any additional fees from service providers.
ACRA has established fees for registering different business structures. There’s a company name reservation fee of S$15 (optional, but recommended to secure your desired business name) and a mandatory company registration fee of S$300 for ACRA registration.
Every registered business in Singapore is required to file annual returns with the ACRA for a S$60 fee. These filings provide updates on shareholders, directors and the company’s financial standing.
Companies that choose to appoint a company secretary or local director will incur additional annual fees for their ongoing services.
Intracorp can provide you with low-cost packages to register your business in Singapore, including the International Business package for S$2,350, the Moving to Singapore package for S$3,990 and the Local Business package for S$790. Find out more about our services and pricing here!
Business Registration Singapore: Conclusion
Singapore offers an exceptional environment for turning business ideas into reality. Whether you’re in finance, technology, biotech, healthcare or any other industry, Singapore provides the necessary framework for success. By understanding the business registration process, corporate tax system and post-setup tasks, you can navigate the journey of establishing your business in Singapore smoothly. With factors like efficient process of incorporation, attractive tax system, pro-business environment and access to banking services, you are well-equipped to start your entrepreneurial journey in Singapore!
Steps to Register Business in Singapore
