How to register a Singapore company

This article describes Singapore company law on requirements and procedure to register a private limited company in Singapore.

Incorporating a company in Singapore is fast, easy, and free from unnecessary red-tape. Singapore is consistently ranked as one of the best places in the world for doing business. This guide explains the requirements  and procedure to register a private limited company in Singapore. It covers the following topics:

Foreigners incorporating in Singapore must engage the services of a corporate service provider to register a Singapore company. Even local entrepreneurs are advised to do the same as they may not be fully familiar with the Singapore company law and compliance requirements.

Registration Requirements

Singapore company registration requirements consist of:

  1. Shareholding. A company must have a minimum of 1 and a maximum of 50 shareholders who can be local or foreign persons. Shareholders can be natural persons or corporate entities.
  2. 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 by injection of additional capital.
  3. Directors. Both Singapore-resident and foreign-resident persons can be directors of a Singapore company. Corporate directors are not permitted. A company must have at least one Singapore-resident director. Singapore-resident is defined as someone who is a Singapore citizen, a Singapore permanent resident or an Employment Pass holder.
  4. Company Secretary. A company must appoint a qualified company secretary within 6 months of incorporation. The company secretary must also be a natural person and resident of Singapore.
  5. Registered Address. Each company is required to have a local registered address in Singapore where the company will keep all of its statutory documents. The address cannot be a PO box.
  6. Company Name. The name of the company must be approved before proceeding with registration of the company.

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Registration Procedure

The registration procedure is online, quick, and efficient. There are three main tasks:

  1. Name approval
  2. Document preparation
  3. Company registration

And there are two government fees:

  • S$15 Name approval fee
  • S$300 Company Registration fee

Step 1: Apply for name approval

Before registering, all Singapore companies must first have their name approved by ACRA. The name approval is a simple online procedure and the company name is subject to the following guidelines:

  • 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 in less than an hour.
  • A name may be referred to another government authority for further approval if it contains certain regulated business words such as “finance”, “legal”, “law”, “broker” or “school”. This can delay the name approval process by few weeks.
  • Once approved, a company can reserve the 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 incorporation documents

After the name approval and before applying for company registration, a company must get the following documents ready:

Documents required by ACRA:

  • Company Constitution, previously known as Articles of Association. You may decide to adopt the standard Singapore company constitution as available from ACRA, which is acceptable for most
  • Signed Consent to Act as a Director for each director
  • Signed Consent to Act as Company Secretary by the company secretary
  • Identification and residential address details for each shareholder and officer of the company

In compliance with the international AML regulations, your Corporate Service Provider (CSP) is required by ACRA to conduct a Know Your Customer (KYC) due-diligence and will typically require at least the following supporting information:

  • Verification of identification and address proof documents
  • Professional background of stakeholders and officers of the proposed company

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

Once the incorporation documents have been prepared, a company can be officially registered with ACRA. The registration process is conducted online and takes less than an hour. In rare cases, if the company registration has to be referred to another government agency for further vetting, the process can take few weeks.

Read our survey: Is Singapore the right place to incorporate a company?

Key Documents

Company Constitution

When registering,  a company must adopt a company constitution, previously referred to as the Memorandum and Articles of Association (MAA). New companies can choose to create a custom constitution or use the model company constitution provided by the government of Singapore.

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 matters 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 the proposed company on the terms of the Constitution and they agree to take a stated number of shares in the capital of the company.

In practice, a typical constitution will also outline how the company is run on a day-to-day basis by providing rules that govern:

  • Issuance and sale of shares
  • Company meetings
  • Company directors
  • Company secretary
  • Company seal
  • Financial statements
  • Dividends
  • Winding up

Documents Issued by ACRA upon Registration

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 at any time after incorporation. Although such a 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 (BizProfile)

The BizProfile (often also known as Company Extract) is a PDF document issued by ACRA that contains the following key details about the company:

  • Company identification details such as company name, registration number (known as Unique Entity Number or UEN), incorporation date, etc.
  • Principal activities
  • Share capital
  • Directors details
  • Company secretary details
  • Shareholders details
  • Company address
  • Compliance status

Company Registration FAQs

Is a one-person company allowed in Singapore?

Yes, a company can be owned and operated by a single person; i.e., a person can be the sole shareholder and director of a company. The following caveats apply:

  • In a single person company where the director and shareholder are the same person, you must appoint a different person as a company secretary. Generally, this is not an issue anyway because your corporate service provider will be appointing a qualified staff person as a company secretary for your company.
  • At least one director must be a Singapore-resident director. Therefore if you are a foreign person and not a resident of Singapore, you can still be the shareholder and operating director of your company, but in addition, you will be required to appoint a Singapore-resident person as an additional director. In such situations, corporate service providers offer a so-called Nominee Director service to satisfy this requirement. To learn more, see guide to Singapore company directors.

Can a foreigner incorporate a Singapore company?

Yes. As stated earlier, foreigners are free to form companies in Singapore and they can be 100% shareholders of their company. A foreigner is not required to relocate to Singapore for this purpose; they are free to operate their company from overseas. However, if they wish to relocate to Singapore they must obtain a Singapore immigration pass.

Do I need to appoint a corporate secretary for my Singapore company?

Yes, each Singapore company must appoint a corporate secretary. A company secretary is an individual who is a resident of Singapore and understands the Singapore company law. For more details, see our Singapore company secretary guide.

What are the annual filing requirements for Singapore companies?

See our annual filing requirements guide.

How long will it take to register my Singapore company?

Singapore company registration consists of a number of steps and the typical timelines for each step is described below. Please keep in mind that some of these timelines are dependent on you, so if you take longer to assemble the necessary information, the corresponding step may take longer.

  1. Providing information about company structure and supporting documents: Anywhere from 1 hour to few days (depends on the client).
  2. “Know You Client” (KYC) checks by Corporate Service Provider as required by law: 1 day
  3. Reservation of Company Name with ACRA: Less than 1 hour
  4. Preparation of incorporation document set: 1 hour
  5. Client Review and Signatures on document set: Anywhere from 1 hour to few days (depends on the client and number of signatories involved)
  6. Incorporation with ACRA: 1 hour

Thus, the total time can be anywhere from 1 day to a few days. The duration primarily depends on the speed at which the client can act.

For more answers, see our company registration frequently asked questions page.

Note about Singapore Company Registrar

In Singapore, the government agency that oversees company registration and ongoing compliance is called the Accounting and Corporate Regulatory Authority (ACRA). ACRA oversees and enforces Singapore company law.

All Singapore companies are registered through ACRA’s online filing and information retrieval system called BizFile. BizFile is also used to lodge company transactions that are required to comply with Singapore company regulations. In most cases, company transactions in Bizfile are lodged by professional corporate service providers (CSP) such as Ottavia at CorporateServices.com. A 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 a 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.

Recommendations

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.

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