How to Incorporate a Singapore Company Without Shareholders?

3 min read|Last Updated: May 17, 2024|

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A common query we receive is whether a company can be incorporated in Singapore without shareholders. The answer is clear: Singapore company laws mandate that a private limited company must have at least one shareholder.

If you intend to run a business in Singapore without shareholders, consider starting a sole proprietorship or partnership.

Shareholders play extremely important roles in such companies. Shareholders, as the collective owners of a Singapore-based company, hold certain rights and decision-making powers. Local and foreign individuals have the opportunity to become shareholders of Singapore-based companies, and private companies have the option to be entirely foreign-owned.

Sole proprietorships

Many choose sole proprietorship due to its simplicity and low cost compared to other business structure. This involve extensive formalities and compliance requirements. With this structure, you can incorporate a company in Singapore without any shareholders.

One major advantage of a sole proprietorship all profits generated will go directly to the sole proprietor.

The downside is that in a sole proprietorship, the business and its owner are seen as one legal entity. This entails the business owner’s personal liability for the business debts and any legal action taken against it. This can lead to being sued personally, with the added risk of unlimited liability. Therefore, if anything of such happens, it will put your personal assets at risk.

Learn more about the requirements to set up a sole proprietorship.

Partnerships

Let’s dive into the 3 common types of partnerships:

  • Partnership
  • Limited Partnership (LP) and
  • Limited Liability Partnership (LLP)

In deciding the type of partnership to set up, consider the following factors:

  • What liabilities and responsibilities are you prepared to assume?
  • What is the tax implications?
  • Is the business entity easy to close?
  • What are the advantages and disadvantages of the different business entities?

“ Integrity and professionalism is what they’re all about, and Paul Hype Page & Co. helped me do everything I didn’t know how to do and what I didn’t have time to do especially with their one of the kind online ibizfile portal, which allows me to get the setup of my company all done before i am even in Singapore physically! Cheers to that! ”

Rights of Shareholders in a Singapore Company

One of the most important rights possessed by a Singapore company’s shareholders is that of the right to receive a portion of the company’s profits. They receive this portion of the profits in the form of dividends. The details about how shareholders are to receive dividends are usually detailed in a shareholders’ agreement.

However, companies which do not have a shareholders’ agreement may nevertheless provide their shareholders with dividends according to the proportion of the company’s shares which they hold. Shareholders also have the right to approve auditors for the company. Should the shareholders deem such a move necessary, they may even choose to remove one or more of the company’s current directors.

Another right of shareholders of a Singapore company is that of attending the company’s general meetings as well as voting during these meetings. Such meetings include annual general meetings (AGMs) and extraordinary general meetings (EGMs). These meetings play important roles in charting the future business path of the company; therefore, shareholders have much of a say in the future of the company’s business prospects.

Before deciding on the type of vehicle your business is embarking on, you should consider the pros and cons of each carefully. While it may seem complicated, Paul Hype Page is here to help you find the best option in setting up your business.

Hope we managed to give you clarity on the question – “Can I incorporate a company in Singapore without any shareholders”.

FAQs

Can I run an online business without incorporating in Singapore?2020-11-20T11:59:02+08:00

Nope, you must register a company to run your online business. 

As a foreigner, can I be the shareholder of the company?2020-11-20T11:58:47+08:00

Yes, you can. 

Is it mandatory to have a Singaporean/ PR to incorporate a company in Singapore?2020-11-20T11:58:34+08:00

Yes, to incorporate a company in Singapore, you need at least one local resident. As a foreigner, you can appoint a nominee director or get an employment pass. 

What are the popular businesses in Singapore?2020-11-20T11:54:51+08:00

Some of the popular businesses in Singapore are laundry, online marketing, e-commerce, financial services, cleaning service, content writing and consulting. 

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