Register a Singapore Company
A company is an entity that is registered under the Companies Act (Cap 50). It has its own legal personality that is distinct from its members and the persons who manage the company. Companies can therefore own property and sue or be sued in their own names. They are recognized as taxable entities in their own right.
Registration and Compliance
Upon registration, Singapore registered company must comply with the regulatory provisions of the Companies Act and any Rules made under the Act. A company is not carrying on business under its registered name. It must also comply with the provisions of the Business Registration Act. All companies must have at least one director who is ordinarily resident in Singapore. Only individuals of legal age and capacity may be appointed as a company’s director.
The following persons are disqualified from acting as Company Directors:
- Undercharged bankrupts (unless they get permission from the High Court or the Official Assignee)
- Persons who are under disqualification orders made by the Court
- Persons convicted of specified offences or offences involving fraud or dishonesty punishable with imprisonment for three months or more. (The disqualification is for five years from the date of conviction of the relevant offence, or where the person has been sent to prison, from the date of release).
Companies must also have a registered office address to which all notices and official documents may be sent. This registered address is where the Singapore company will keep the various registers that it is required to maintain under the law.
Companies must also appoint a competent Company Secretary whose main responsibility is to ensure administrative and regulatory compliance.
Winding-Up A company will continue to exist until it is dissolved. Dissolution often takes place after a process called ‘winding-up’ has been completed. Winding-up can take place voluntarily upon an appropriate resolution being passed by the company’s members. Alternatively, it can take place by order of Court upon the successful petition of the company, a creditor, a contributory, a liquidator or a judicial manager of the company.
During the winding-up, a liquidator will be appointed. The liquidator’s role is to collect and realise the assets of the company. Generally speaking, the money collected will be used to first pay off all the debts of the company, and any amounts remaining will be distributed to the shareholders of the company.
Once the winding-up is concluded, steps can be taken to dissolve the company and have it de-registered.
How to incorporate?
The foreign individual who wants to register a company in Singapore with the intention to relocate to Singapore will have to accomplish the followings:
Requirements for Singapore Company Formation
Directors: A minimum of one resident director (a Singapore Citizen, a Singaporean Permanent Resident, a person who has been issued an EntrePass, Employment Pass, or Dependent Pass) is mandatory.
Shareholders:The shareholder can be an individual or a corporate entity. 100% local or foreign shareholding is allowed. A director and shareholder can be the same or different person.
Paid-up Capital: Minimum paid-up capital for registration of a Singapore company is S$1.
Registered Address: The address must be a physical local address.(PO Box is not allowed.)
Company Secretary: Companies Act requires one Company secretary who must be a natural person and an ordinarily resident of Singapore.
We will need the following documents from you:
Documents Required for the Singapore Company Incorporation
For each Singapore resident, individual shareholder and resident director
- Copy of Singapore IC; and
- Copy of passport if the individual is not a citizen of Singapore
For each non-resident individual shareholder and director:
- Copy of passport; and
- Copy of residential address proof such as a recent utility bill, residential phone bill, tax
- bill, or cable TV bill
For each corporate shareholder:
- Copy of the Foreign Corporate Company Certificate and
- Special Director Resolution to resolve becoming newly incorporated company subsidiary shareholder
Please note the following:
All documents must be in English or officially translated in English;
All copies of documents must be certified true copies by a notary public or you must bring the originals to our office for sighting;
If you are overseas, you can email us the scanned copies of documents so we can proceed with preparing the necessary incorporation documents.
However we must receive the certified true copies (or sight the originals at our office) before we can incorporate the company.
Our compliance department may ask for additional information if necessary.
After engaging our services, we would perform the followings to incorporate your company:
Scope of Services
- Name check and reservation
- Preparation of memorandum & articles of the company and other incorporation documents
- Preparation of registration forms
- Professional & Filing Fees
- E-Certificate of incorporation
- Preparation of compliance corporate kit, including corporate seal, share certificates, register and minutes book
- Minutes of first board meeting
- Resolution to open a bank account
Requirements for Opening a Corporate Bank Account
Basically, the following documents are required to open a corporate account in Singapore banks:
- Completed Corporate Account Opening Forms
- Board of Directors Resolution approving the opening of the account and the signatories to the account
- Certified True Copy of Certificate of Incorporation (must be certified by the company secretary or one of the directors)
- Certified True Copy of Company’s Business Profile from Company Registrar
- Certified True Copy of Company’s Memorandum and Articles of Association (MAA)
- Certified True Copies of Passport (or Singapore IC) and Residential Address Proof of Directors, Signatories, and Ultimate Beneficiary Owners. If you are in Singapore, just bring the originals and the bank will make a copy.
Singapore banks may ask you to produce additional documents depending on the case. Generally, the majority of the banks require that the account signatories and majority directors be physically present in Singapore for signatures at the time of opening the company bank account. However, some banks will accept the signing of documents at one of their overseas branches or in front of a Notary Public.
What does a foreigner have to do if he wants to register a business firm in Singapore?
A foreigner needs to apply for an Approval-In-Principle Employment pass if the foreigner wants to register a business and act as a local manager of the business firm. The foreigner must also have a Singapore residential address in the above cases. After obtaining the AIP-EP, the foreigner will have to approach a professional firm or a service bureau for submitting the BizFile transaction on his behalf to register a new business.
I am an S Pass holder. Can I register a business?
An S Pass is not an EntrePass. Please check the terms and conditions of your S Pass. If unsure, you should consult Ministry of Manpower (MOM).
You may want to consider apply employment pass instead. We highly recommend setting up your company with employment pass.
If I am holding a valid EntrePass for the company that currently employs me but wish to leave the current post to start my own business venture, must I cancel my existing EP before applying for AIP EP?
Yes, you will need to cancel your existing EntrePass before applying for AIP EP.
What are the ACRA Singapore Companies e-forms which are available?
Amendments will be made to the following e-forms on 30 Jan 2006 to remove references to the authorised capital, share premium and nominal value, if any of these terms appear therein:
- Apply for new company name;
- Incorporate a Private Company;
- Incorporate a Public Company- Limited by Shares;
- Summary of Returns of Local Company Having A Share Capital;
- Notice by Local Company of Alteration in Share Capital Other Other Than Increase in Capital (to be renamed as Notice of Local Company Of Alteration in Share Capital)
- Return of Allotment of Shares;
- Notice of Redemption of Redeemable Preference Shares;
- Notice By Local Company Of Transfer of Shares / List of Shareholders;
- Notice of Purchase Or Acquisition Of Ordinary Shares / Stocks;
- Notice of Purchase Or Acquisition Of Non-Redeemable Preference Shares ( to be renamed as Notice of Purchase Or Acquisition of Preference Shares);
- Conversion of Company:
- From an unlimited company to a company limited by shares;
- From a public company limited by shares to a private company limited by shares
What are the company names that I am not allowed to use?
You are not allowed to use words such as “Temasek”. This is a name which the Minister has directed the Registrar not to accept for registration.
For Further Question on Singapore Business Acts , please email us or call us +65 62214711