Singapore Company Registration Guide
Prior to the commencement of the registration process with ACRA (Singapore’s Company Commission), the following essentials need to be considered and analyzed:
- Valid Name of the Company: Approved by ACRA before incorporation
- Minimum Shareholders: For a Private Limited Company, a minimum of 1 and maximum 50 shareholders are required. The shareholders can be individuals or legal entities. Complete foreign shareholding is also allowed.
- Permanent Director: At least one director of the new company shall be a resident of Singapore, a Permanent Resident of Singapore or a person with a valid Employment Pass. All directors of the company shall be minimum 18 years of age. They should not be insolvent or in the process of applying to be adjudicated as an insolvent and should not have been convicted for any malpractice in the past.
- Minimum Paid-up Capital: A company in Singapore can be incorporated with a minimum capital of SGD 1. There are no requirements for Authorized Capital.
- Resident and Qualified Company Secretary: Section 171 of the Singapore Companies Act requires a company to appoint a qualified company secretary within 6 months from the date of incorporation. The company secretary shall be a natural person and a resident in Singapore. Any shareholder and/or director is prohibited from acting as a company secretary.
- Valid Registered Address: A local address in Singapore shall be assigned as the registered address of the company. The address shall be a physical address. The use of P.O. Box address in lieu of registered address is not allowed.
Requirements for Foreigners
For foreign investors, it is mandatory to engage a professional firm in the company registration process in Singapore.
The local law prohibits foreign individuals and entities from registering companies on their own within Singapore.
Foreigners Opening a Company in Singapore Need to:
- Make the director and shareholder records accessible to the public.
- Have an Employment Pass if they plan to operate the company locally.
- Have a local director running the company in Singapore if they do not plan on living in Singapore.
Visa requirements vary with respect to the nature of the business and the modus operandi of the company.
Where an investor intends to incorporate a private limited company in Singapore and operate it from overseas with no intention of relocating to Singapore, then they are not required to apply for Singapore visa.
Professional firms can nominate a local resident director for day-to-day business operations oversight and management.
An Employee Pass or an Entrepreneur Pass is required where the investor intends to relocate to Singapore. Once the pass is obtained, the investor can also be appointed and function as the local director for the company.
For the purpose of registering and incorporating a company in Singapore, the following information and documents must be prepared:
- The Company Name
- Shareholders Details
- Registered Address
- Directors’ Details
- Company Secretary Details
- Nature of the Business and the Business Activities
- Memorandum and Articles of Associatio
Company Registration Procedure
Step 1: Reserving Your Company Name
The Company Registrar will oversee the process.
The Company Registrar should notify you of her decision instantly.
To expedite the process, pick a company name that:
- Differs from other existing local company names.
- Does not infringe with any trademarks
- Does not contain profanity
- Has not been reserved yet
Step 2: Register Your Company
Once approved, the Company Registrar will process your incorporation application and documents within a few hours.
In some cases, certain applications may experience delays in processing as more verification time may be needed.
Step 3: Open a Company Bank Account
HSBC, Standard Chartered, Citibank, DBS, OCBC, and UOB are just some of the many banking options foreign investors can consider when registering a company in Singapore.
Post Company Registration
Once successfully incorporation, you will be notified by the Company Registrar. You will then be issued with the following documents:
- Certificate of Incorporation: The email confirms that you are incorporated and informs you of your Company Registration Number. This is an official certificate of incorporation.
- Company Business Profile: The Company Registrar will create a company business profile for your Singapore register company after the company registration process is completed. This profile will contain key information, including:
– 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
Business Licenses & Goods and Services Tax (GST)
Industries in Singapore which will require a business license include the following:
– educational institutes
– travel agencies
– financial services
– import/export of goods
– employment agency
If your company revenue is expected to exceed 1 million, you will need to apply for GST. The 7% GST which is charged to your customer must be handed in to the Singapore Authorities.
If your company revenue is less than $1 million, you do not have to register for GST.
Registering a company in Singapore requires a careful analysis of the taxation slabs and growth incentives offered by the government, based on the nature of the business and the orientation of the company. Contact us today and find out which company suits you best!