Singapore is known as one of the best places in the world for setting up a new company quickly and efficiently. But like other jurisdiction, an entrepreneur must follow specific rules and procedures in order to start a new venture.This guide provides an overview of the pre-requisites and procedures to register a private limited company in Singapore. This guide will cover the following specific topics:
- Registration Authority
- Registration Requirements
- Registration Procedure
- Documents Issued
- Company Constitution
In Singapore, the government agency that oversees company registration is called the Accounting and Corporate Authority (ACRA). In addition, ACRA oversees and enforces Singapore company law. To incorporate in Singapore, all companies must register with ACRA using BizFile – ACRA’s online filing and information retrieval system.
BizFile is also used to lodge company transactions that are required to comply with Singapore company regulation such as annual filings.
In most cases, company transactions in Bizfile are lodged by professional corporate service providers (CSP). A Corporate Service Provider (CSP) is a term used for Singapore-based firms that are certified and registered with ACRA to conduct transactions on behalf of other persons using Bizfile. Such firms include Singapore-based corporate secretarial firms, accounting firms, and law firms.
Foreigners are required to engage the services of a CSP to register their company in Singapore.
Although local entrepreneurs can register a company online by themselves, given the complexity of company law and compliance obligations, they are also strongly advised to engage a CSP for incorporation and ongoing maintenance of their company.
Approved Name: Before incorporating, every company must first reserve a company name with the Company Registrar in Singapore known as the Accounting and Corporate Regulatory Authority (ACRA).
Resident Director: Singapore Companies are required to have a minimum of 1 local director who is responsible for managing the affairs of the company and providing it with direction. A director must be a natural person (ie not a corporation) and must be an ordinary resident of Singapore.
The Singapore government defines an ordinary resident as anyone who is: a Singapore citizen, a Singapore permanent resident, an EntrePass holder or an Employment Pass holder who has an approval from Singapore government to act in such a role.
Foreign entrepreneurs can set up a local company in Singapore by appointing an ordinary resident as a nominee director. In many cases, a registered corporate service provider can provide a person who can serve as a nominee director.
Shareholder: Private Limited Companies are required to have at least one shareholder.
- Companies can be owned by a mix of both local and foreign shareholders with up to 100% foreign ownership.
- A Private Limited Company can have a maximum of 50 shareholders
- Shareholders can be natural persons or legal entities such as other companies
- The same person can serve as the sole director and the sole shareholder of a company
Paid-up/share capital: The minimum paid-up capital to set up a company is S$1. A company can increase its share capital at any time through a shareholder vote and injection of capital into company’s bank account.
Company Secretary: All Singapore companies must have a company secretary whose main role is to ensure regulatory compliance for the company. The company secretary must also be a natural person and an ordinary resident of Singapore.
The company secretary is expected to have the requisite knowledge and experience to ensure the company is compliant with Singapore company law. Due to the importance of the role, many companies choose to appoint a corporate service provider as the company secretary.
- A company secretary must be a natural person (ie not a corporation)
- A company secretary must be appointed within six months after the company incorporates
- For companies with a single director, the company director cannot also serve as the company secretary
Local company address: Each company is required to have a local registered address in Singapore that cannot be a PO box.
- The registered address is where a company will keep all of its statutory documents.
- A company does not need to set up a local office in Singapore to have a registered address. Companies can use the address service of their corporate service provider.
The registration procedure in Singapore is simple and efficient; the entire procedure can take place online. Once a company has all of its documents in order, the company can be incorporated in as little as an hour.
There are three main steps to company registration:
- Name approval
- Document preparation
- Official filing with ACRA through BizFile
And there are two government fees:
- S$15 Name approval fee
- S$300 Company Registration fee
Step 1: Name approval
Before registering, all Singapore companies must first have their name approved by the Singapore government. To register a name, a company must go through BizFile. Companies have the freedom to choose a unique company name. However, ACRA has put in place rules that if ignored will cause a company name to be rejected; these include:
- The name cannot be identical to an existing business in Singapore
- The name must not infringe on any trademarks
- The name cannot be obscene or vulgar
- The name must not have been reserved by another company
Key facts to keep in mind for the name approval process:
- If a company name follows ACRA’s rules, it is typically approved within an hour.
- A name may be referred to another government authority for final approval if it contains certain words such as “finance”, “legal”, “law”, “broker” or “school”. This can delay the name approval process by 14 days to two months. For more information, ACRA has provided a non-exhaustive list of words that may delay the name approval process.
- Once approved, a company can reserve a name for up to 120 days. If it does not incorporate the name within that period, the name is released and can be reserved by another person.
Step 2: Prepare necessary documents
Before filing through BizFile, a company should have the following documents on hand:
Documents required by ACRA:
- Signed Company Constitution
- Signed Consent to Act as a Director for each director
- Signed Consent to Act as a Company Secretary by the company secretary
Documents required by Corporate Service Provider:
- Identification documents for each of the shareholders, directors and company secretary; these include:
- Singapore ID for Singapore citizens
- Passport for non-Singapore citizens
- Know Your Customer documents and supporting information for each of the shareholders and officers of the company. These documents may consist of:
- Residential address proof, bank reference letter, and professional resume
- Company registration certificate and company extract from registrar for corporate shareholders
Note that the exact list of required documents may vary from CSP to CSP based on their internal procedures.
Note: All documents must be in English or officially translated into English.
Step 3: Register company through BizFile
Once all the documents have been prepared, a company can be officially registered with ACRA using BizFile. In most cases, the incorporation process takes less than an hour. However, if the company registration has to be referred to another government agency for further vetting, the total time can range from 14 days to 2 months.
Upon successful registration of the company, ACRA will issue the following documents:
Certificate of Incorporation
ACRA issues an e-Certificate of Incorporation which is an official email from ACRA that contains:
- Statement that the company has been incorporated
- A Unique Entity Number (UEN) issued to the company Date of Incorporation
This e-Certificate is sufficient in Singapore and accepted for all corporate needs such as opening a bank account, transacting with other parties, etc.
A company can also purchase a hard-copy Certificate of Incorporation from ACRA for S$50 at anytime after incorporation. Although such certificate is not required in Singapore, it may be required when doing business overseas with foreign counterparts, overseas government agencies, embassies, etc. Most companies will obtain this certificate only when needed.
Company business profile
The business profile contains the following company details:
- Registration number
- Company name
- Incorporation date
- Company type
- Company status
- Principal activities
- Issued share capital
- Directors details
- Company secretary details
- Shareholder details
- Company address
In order to incorporate in Singapore, a company must adopt a company constitution, also referred to as the memorandum and articles of association. The company constitution provides the rules and procedures that govern the company. Furthermore, it outlines the purpose of the company and the rights and responsibilities of the company.
Minimum requirements for topics that must be addressed in a company constitution:
- The company’s name
- A statement expressing that the liability of its members is limited
- The full names, addresses, and occupations of the first shareholders of the company and
- a statement stating that the first shareholders wish to form a company on the terms of the Constitution and they agree to take a stated number of shares in the capital of the company.
A typical constitution will also outline how the company is run on a day-to-day basis by providing rules that govern the following topics:
- Company secretary
- Company seal
- Financial statements
- Capitalization of profits and reserves
- Winding up
New companies can choose to create a custom constitution or use the model company constitution provided by the government of Singapore.
For both local and foreign entrepreneurs, the easiest way to get up and running with a new company in Singapore is through a high-quality corporate service provider.