Singapore is a region that is preferred by many investors globally for various reasons. However, the process of incorporating a company in Singapore might be complicated if you are not familiar with all the relevant timelines and the strict procedures that are involved. Therefore, the process might prove intimidating and tiring. The more oversights can also render your applications invalid, making you waste time and effort hence discouraging you from incorporating your business.
Requirements for Singapore Company Registration
Any foreigner who has never before incorporated a company in Singapore but would like to do so must fulfill specific requirements. The failure to do so will cause the incorporation of the company to become invalid.
The incorporation of a company in singapore is a process consisting of many steps. Regardless of whether the company to be incorporated is local or foreign, every step must be properly followed before the company can be completely incorporated.
- Shareholders (individual or corporate) : Shareholders can either be individuals who are at least 18 years old or corporate entities. Either complete local or foreign shareholding is allowed. A director and shareholder may either be the same person or different people.
- Local resident director: A minimum of one local director (a Singaporean citizen, a Singaporean permanent resident, or a person who has been issued an EntrePass or Employment Pass) is mandatory.
- Company secretary: The qualified company secretary must be a Singapore resident. This person must also be hired within six months of the incorporation of the company.
- Paid-up Capital: This refers to the sum of money that a company has received from shareholders who have completely paid for their purchased shares. Initial paid-up share capital of between S$1 and S$1,000
- Registered Address: One of the minimum requirements when registering a company in Singapore is a physical address. You should have a physical location and not just a post office box.
Documents Necessary for the Incorporation process in Singapore
Before commencing a company’s registration process in Singapore, you should be aware of the necessary documents that you should have for the process.
- Name of the company
- Particulars of shareholders, directors, and company secretary
- Company constitution
The name of the company
Registering a company will require you to preserve a company name. The name must be unique, and it has to be approved before commencing the registration process. Selecting the name of a company is very critical when registering a company in Singapore.
Which names can’t I use?
Singapore Company naming is governed by the Companies Act of 2006, section 27, clause 1. The Registrar of companies will decline name preservation if the name;
- Undesirable; that is if the name is considered obscene or include religious names
- Is identical to the name of an already registered company in Singapore, whether it is a corporation, business, or even a partnership.
- When the business name is not acceptable as per any of the directors of the minister.
These are some Rules determining identical names
When deciding whether the company names of two or more companies are identical, then the following parts shall be disregarded:
If ‘The’ is the first word in the title.
If the following words appear at the end of the company name; ‘Berhad’ ‘Bhd’ the words’ Ltd’, ‘Limited’, ‘Limited Liability Partnership’, ‘Pte’, and ‘Public Accounting Corporation’ ‘PAC’
As a prospect entrepreneur, you should know that a business name is a powerful tool that will dictate your industry’s success. You have the potential to succeed when your business name speaks for itself. It will be easier to build your business brand when your business name stands out among the competitors. Further, to maintain market relevance, you should ensure that your business’s name is not based on current trends that will eventually fade.
However, a company can register an identical name to a company that has ceased to exist. If a business owner wishes to register a company name that has been dissolved, then they must do so after a given period of time. That is after 2 years if the company has been dissolved through winding up or after a period of 6 years if the company was dissolved through sticking off of its name from the companies register.
Particulars of the Directors
Your company should have a director (s). Their particulars are a must. A director must be a resident or an employment pass holder. In case you wish to have a foreigner as a director, you must appoint him/her alongside a resident director.
Shareholders particulars
If your company has shareholders, you must submit all their details during the company’s incorporation process. Besides, a company should have rules for shareholders. The shareholders’ agreement should have the following information;
Valuation; this will contain the details and methods that the company should use when evaluating the shares.
Successions plans; this provides details for transferring shares at any given time.
Among others, these are some of the details that are contained in the rules governing shareholders of a private limited company.
The particulars of the Company Secretary
Any company that is incorporated in Singapore should appoint a company secretary within six of incorporation.
The company secretary in Singapore is the company’s compliance officer who ensures that the company complies with all the laid down regulations.
Who can be the secretary of a company?
The company secretary in Singapore must be a natural person and a resident of Singapore. The secretary of a company cannot be the sole director of a company. You must note that at no given moment should the office of a company secretary remain vacant for over six months.
What are the roles of a company secretary?
There are specific laws that the Singapore Companies Registries designates to the company secretary and they include;
- Maintaining Statutory Registers
Maintaining the statutory registers is one of the company secretary’s initial roles that you must know during the company registration in Singapore. He/she must maintain the register of charges, register of members, and shareholders’ register. - Preparing the Company Accounts
A company secretary should make sure that the company’s accounts are up to date and prepared according to the company law provisions. Upon preparation, it will be the role of the secretary to file the statements with the Registrar. - Ensure Compliance
It is the role of a company secretary to ensure that the company and all its stakeholders abide by the company’s constitution. - Protecting the company’s Identity
The secretary of a company is mandated to ensure that its name and entity number appear in all official and documents like business letters and notices, including other official correspondences.
Company’s Constitution
The company constitution is a legal document highlighting how the company will solve issues that arise within and from other stakeholders. A detailed description of how the company will dissolve among other rules and regulations during its operations.
Brief description of what your business does
The activities of a company are vital when in the company registration in Singapore. The brief description will allow the authorities to know what your business intends to conduct so that you do not do business that is prohibited in Singapore.
Which Business entities can I Incorporate in Singapore?
There are a number of business entities that one can start in Singapore. They include Sole Proprietorship, limited partnership, limited liability, and Limited Liability Company (LLC).
- An LLC is a legal business entity with a right to own properties and can be sued or sue on its own name. If the company has over 20 but less than 50 shareholders, then it is referred to as a private limited company. On the other hand, if an LLC has more than 50 shareholders, then it is termed as a public company. LLCs are the most popular companies that investors use to conduct business in Singapore.
- A sole proprietorship is a business entity that is owned by an individual Singapore-registered company. Sole Proprietorship is the simplest form of business structure in Singapore.
- Partnership. A partnership business is a formal business entity arrangement that is started by two or more parties.
Other business entities that one can start and operate in Singapore include; subsidiary company, branch office, representative office, and limited partnership.
Task after your company is registered
Congratulations, your Singapore company is incorporated! You can start business immediately but be sure to check these few post-incorporation items:
- Open your bank account: A company incorporated in Singapore should proceed to open a corporate bank account.
- Visa requirements: If there are foreign directors or foreign employees of the company that are travelling to Singapore for business, be sure that their visa arrangements are in accordance with Singapore’s business visa laws.
Conclusion
Incorporating a business in Singapore is simple and straightforward if you incorporate knowledge and experience. However, you must know all the necessary requirements for the application process to go through. One of the besides choosing to register a company with our services is that we have offered additional essential services. We will not only ensure that you register your business in Singapore successfully but also help you get all the necessary licenses for operating your business activities in Singapore.
Paul Hype Page will provide you with a company secretary and the process of filing your tax obligations.
Singapore Company Registration FAQs
Yes, a foreigner can be a shareholder in a Company that is registered in Singapore.
All Singapore companies should have at least one director who is a Singapore Citizen or one who holds a Singapore permanent resident or an employment pass holder. However, a foreign director can be appointed alongside the local director.
Yes, a foreigner is permitted to incorporate a company in Singapore. A foreigner intending to relocate to Singapore or those who have employment pass can incorporate a Singapore company.
Incorporation of a company in Singapore usually takes one day. However, it might take 14 days to 2 months if there is a government body that should approve the process’s initiation.
The process of incorporating a business is simple and straight forward. It takes only a day to incorporate a company in Singapore. Besides, Singapore has a network of over 50 DTAs to curb the double taxation problem for its investors. Singapore was the 1st in ease of doing business according to the World Bank’s 2019 survey.
Leave A Comment