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Business Registration in Singapore: A Complete Guide

If you are thinking of establishing a business in Singapore due to the ease of doing business and tax benefits that are provided by the Singapore Government, you have come to the right place. This article will explain the details of Singapore business registration, along with all the necessary details that are required to be known for Business Registration in Singapore.
However, there are some requirements that you must comply with to register a business in Singapore.

Why do Business Registration Singapore?

According to the section number 5 of the Business Names Registration Act (BNRA), all the business except a few specific ones is bound to be registered with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore.

Before we move further, it is essential to define the term business. An activity that is carried out on a perpetual and continual basis for the purpose of gain is called a Business. This includes all types of businesses, including online and web-based businesses such as online stores and home-based businesses like selling home-baked goods or handicrafts. Therefore any person doing any activity that falls in the definition of a business under Singapore law is required to register a business in Singapore. This is required for maintaining a lawful business environment.

The Accounting & Corporate Regulatory Authority (ACRA) of Singapore, which also acts as the Company Registrar, supervises the whole process for the Singapore business registration, which may include other business entities like Sole Proprietorship or partnerships. If you are a person who has decided to set up a new company or is willing to shift your business from another location, requirements given by ACRA must be fulfilled.

The Singapore Business Registration can be quite easy if the services of a reputed filing agent are hired. A foreigner is required to get help from the local business Registration provider as they are not allowed to register by themselves.

Business Registration Packages

^{From S$}600

Various business entity registration packages available from SGD 600 onwards.

What are the Benefits of Business Registration in Singapore?

Besides, just following the rules and regulations by Business Registration in Singapore can also be very beneficial. Some of the benefits are mentioned below:

Verification via ACRA

A Singapore Business Registration brings trust because a registered business can be searched and verified on ACRA website. Therefore, the business will find it relatively easy to obtain financing and credit.

Protection from Liability

The biggest benefit of getting registered is protection from liability. If your business is sued or gets in debt, you cannot be personally held responsible for it provided you chose to incorporate a company or register an LLP (Limited Liability Partnership). Obviously, for normal partnerships and sole proprietorships, this benefit will not be available as the liability there is unlimited.

Exemptions from Business Registration Singapore

It is important to know that Business Registration Singapore is exempted in certain cases which are mentioned below:

If you want to establish a business as an individual under your own full name, you are exempted from Business Registration.
In the same way, if you establish business with one or more individuals and the name of the firm is the full name of all the individuals, you are exempted from registration.
However, if your business has your full name but there are descriptive words before or after the name, like “Hand Made shoes by Tim Austin,” you are not exempted from Singapore business registration.

Some of the other exclusions are mentioned below:

All the persons, authorities and institutions that are tax-exempt as mentioned in the First Schedule of the Income Tax Act
Societies that are registered under the Societies Act/Cooperative Societies’ Act
The mutual benefit organizations that are registered under the MBOA (Mutual Benefit Organisations Act)
The trade unions that are registered under the Trade Unions Act.

Are Foreigners allowed to do Business Registration Singapore?

Foreigners are allowed to register the businesses in Singapore. Rather, they are required to if they want to carry out business in Singapore unless they are doing business in the name of a foreign company that has already been registered under some other jurisdiction. However, even in that case if the business in Singapore grows then registering a Singapore business makes sense.

What to consider before Business Registration Singapore?

You must consider the following points before a business Registration Singapore:

The benefits you will receive post registration are:

Structure of the business
Name of the Business name; and
A registered address of the business

Choosing the Right Structure for Singapore Business Registration

Basing on the capital, number of owners, and the risk involved the first step is to choose the structure of the business that you want to establish in Singapore out of the following options available:

Sole Proprietorship

If you are the only person who is running your business, you may register as a sole proprietor. This will have lesser administrative, tax, and management requirements.

Partnership

If you want to establish a business in partnership with one or more partners, you may register your business in Singapore as a Partnership. The benefit of this is that you will not have to file your accounts or have them audited.

Limited Liability Partnership (LLP)

If you and your partners want to play safe and do not want to be held responsible for partner’s debts, LLP would be an ideal choice for you.

Private Limited Company (Pte Ltd)

For the entrepreneurs who want to register a business in Singapore, the most preferred business structure as per the scalability and robustness would be a private limited company. It has the following advantages:

A separate legal identity.
The shareholders’ liability is limited to the amount they have invested in purchasing the shares.
If structured properly, a private ltd company proves to be highly economical in terms of tax.
In a private ltd company, foreigners can own all 100% of its shares.
Regardless of the origin and nationality, any person who is over 18 years in age can incorporate a company in Singapore.

Note: Private Limited Company has to pay a corporate tax of 0%-17% on its taxable income. Conversely, Sole Proprietorship and partnership have to pay up to 22% of the tax on their income from the business.

Selecting a Name for the Business Registration Singapore

The second step is to decide a business name. In order to register a new company, its name has to be approved by ACRA. The chances of approval of the name may be higher if following things are kept in mind for selection of the name:

The proposed business name should be unique, meaningful, devoid of vulgarity or obscenity, and easy to read.
It must not infringe on any trademark and must not have any copyright issue.
The application may also require the approval of external authority if the company name includes some specific words, for example, words like “Bank,” “Finance,” “Educational,” “Media,” etc.

Following tips can help in the selection of a unique name for the business Registration Singapore:

While choosing a name you should google your proposed name so as to make sure that name has not been taken already or is not being used as a registered business name in Singapore. It must also be taken care of that the name should not be highly identical to a registered name that may previously exist as a Business in Singapore.
In addition to Google, you can run your business name through other programs and applications like BizFile+ website, which is an online filing and information retrieval system of ACRA.
It is generally recommended the name should contain at least two words. A Single word company names are often already taken up.
The guidelines issued by ACRA on selecting a business name must be referred to while choosing a business name.
Any business name proposed for your business will be refused by ACRA if the name is already registered or is very identical to the registered name.

Choosing an Address for the Business Registration Singapore

Last but not least of the first stage is to choose an address for the business in Singapore.

If you do not rent an office, you can register your home address as your business address under the home office scheme. Home office scheme is approved by HDB (Housing and Development Board) and the URA (Urban Redevelopment Authority) that allows you to run a small scale registered business from your home.
The most important clause is that there are certain specified businesses that are allowed under this scheme. In addition, your business should not disturb or cause inconvenience to the neighborhood.
In order to use your home as a business address, the HDB flat owners are required to submit their application online, while private residential property owners must submit the application to URA.
In case you plan to remain overseas, then you can avail registered address service from corporate service providers like ours.

How to do Business Registration Singapore?

Epica Consulting + Business in Singapore

The following are the step for registering a business in Singapore.

Submit an online application through BizFile+ website. The application form takes around 15 minutes for completion.
Certain businesses, some of which are mentioned below, require the approval of certain regulatory authorities before getting registered. These approvals may take an additional 14 working days to 60 days.
- Architecture
- Real estate
- Defense Industry
Few businesses require the approval of relevant regulatory authority before starting your application to register on ACRA.
In most cases, however, regulatory authority gets involved only in approving the Registration after it has been submitted to ACRA.
To register Singapore Business as a foreigner, you must engage a professional firm like ours, as foreigners can not do this activity themselves.

Information Required for Singapore Business Registration

Following are the requirements for online Registration of business in Singapore:

A login that is called SingPass Login (Available only to Singapore Residents)
Information regarding the Entity (Period of registration, commencement and expiry date, and name of entity)
Type of Business
Address of the Business
Details of the business owner and
Approval of the referral and regulatory authorities where required

Documents Required For Business Registration Singapore (Company)

Name of the company that is registered with ACRA
A brief explanation of the business activities
Detailed address of the registered business in Singapore
Detailed particulars of the following:
- Shareholders
- Member board of directors
- Company Secretary
Copy of the passport and proof of residential address overseas (only for foreigner entrepreneurs)
Submission of memorandums and articles of associations (only for foreign companies)
Copy of Singapore Identity Card (only for Singapore residents)

Pre Registration Considerations / Requirements for Business Registration Singapore (Company)

Appointment of at least one resident director in the company
Number of shareholders, which can be between one to fifty
A local registered address for Busines in Singapore
Employing a company secretary; within 6 months from the date of incorporation of Company
Paid-up initial capital

Options for Foreigners to start a Business in Singapore?

There are two options for the foreigners to register a company in Singapore which are mentioned below:

Option Number 1

Establish a company and later apply for your employment pass and Relocate to Singapore.

Option Number 2

By appointing a nominee director for the new company.

What if You Don’t Register your Business in Singapore?

A logical question can be; what are the repercussions of not registering a business in Singapore. Here are the penalties that can be imposed in case of not doing Singapore Business Registration.

Fine up to $10,000, or imprisonment of up to two years or both.
The contractual rights can not be claimed by an unregistered business owner who fails in Business Registration Singapore. For example, an unregistered shop owner may not be able to claim the unpaid money from his client if he later denies it, and legal remedies are required as the contract with the client will not be enforced, as the business would be unregistered. Though in certain rare cases, an unregistered business owner may apply to the court to be allowed to enforce his legal rights as per the contract.

Post-Business Registration Singapore; What Next?

Unique Entity Number (UEN)

Your business will be issued with a Unique Entity Number (UEN) after successful business Registration Singapore. The UEN is your Singapore business identification number.
While doing business transactions, particularly, those with government agencies must be done using UEN.
If your business requires any license, you may apply for it through License1 website before starting your business in Singapore. Otherwise, you can run your business immediately after the successful completion of the registration process.

Incorporation Certificate after Business Registration Singapore

ACRA, the Registrar of the companies, will notify the business owner through an email about the successful Registration of the business or the incorporation of the company. This includes the company Registration number. This soft copy is a valid official certificate of incorporation in Singapore. However, we can obtain a hardcopy of the certificate as well by making an online request to the authorities. A nominal fee is applicable on this.

Profile of the Business Company

After the incorporation of the company, you can obtain the company / business profile from the authorities. The business profile of the company contains details of the company and can be availed by making an online request along with submission of a nominal fee. The document is made available in pdf format that can be downloaded an hour after placing the request. The company’s business profile covers the following information:

The name of the business and the Registration number of the Company
Old name of the company if any
Date of registration of the company
Paid-up Capital
Major business activities
Particulars of Shareholders/Directors /Company Secretary
Registered address

Note: All legal and contractual activities, including corporate bank account opening, signing of office lease, subscribing to office utilities (the internet, telephone), etc. require the soft copies of two documents; certificate of incorporation and company business profile for fulfilling their official requirement.

Corporate Account Opening in Singapore Bank

after Business Registration Singapore, a business is required to open a corporate account in any of the banks in Singapore. The major banks that can be considered for a corporate account are Citi Bank, Standard Chartered, HSBC, DBS, OCBC, and UOB. Nowadays, many banks demand the physical presence of the company stakeholders for opening a corporate bank account to fulfill the norms of KYC.

Getting Licenses and Permits after Business Registration Singapore

For your newly incorporated company, whether you need to obtain one or more business licenses and permits depends on the company’s business activities. It is imperative that before commencing the business operations, licenses must be obtained. It must be noted that all companies do not require permits and licenses. Fortunately, only a few businesses like educational institutes, travel agencies, financial services, restaurants, import/export of goods, cleaning business etc. are required to get the business license.

Registration of Goods and Service Tax (GST)

Registration of GST is a must if the expected annual turnover of your new company is more than S$1 million. This is an indirect tax that is applied to the consumption of goods and services in Singapore. GST is also known as VAT (Value Added Tax) in many other countries,

The applicable GST rate (7%) is required to be charged to the consumers of your goods and services for your GST-registered company. This amount has to be paid to the tax authorities. all GST-registered businesses must comply with the requirement of GST filing.

Items / Documents that are required after Business Registration Singapore

You are required to take care of several things after the registration of your new company which are mentioned below:

Company’s Stamp

An element that lends credibility to the company’s document is the company’s rubber stamp. The registration number and name of the company is engraved on the stamp. It is the rubber stamp that gives authenticity, professional look, and validity to the official document of the company.

Company’s Seal

To have a company seal for every Singapore-based company is a legal requirement. It typically is used in documents such as loan documents, share certificates, and other lawful documents

Share Certificate

Each of the shareholders must be issued with share certificates by the company secretary. It shows how share has been distributed among the shareholder sand also serves as proof of their ownership in the company

First Resolution for the Board of Directors

It is important to issue the first resolution that appoints the directors and other company officials like a company secretary or an auditor etc.

Other Requirements that you must comply after Business Registration Singapore

Other than the requirements that have been mentioned above, a set of annual filing requirements to stay compliant with the law is required to be fulfilled by each Singapore-incorporated company. These additional requirements are mentioned below:

Account Maintenance

Maintaining a proper record of accounts through accounting books is a must for all Singapore companies. May it be a general ledger, fixed asset ledger, account receivables or accounts payable; timely and accurate maintenance of the accounts is a must. The yearly financial statement has to be prepared and filed with the authority in XBRL format.

Annual General Meetings

To hold its AGM in every calendar year is a mandatory requirement for every company. The financial statements of the company are listed for the approval of shareholders.

Filing of Annual Returns

Filing of Annual Returns has to be done after one month from the date of AGM of the company.

Filing of Corporate Tax

The last dates of tax filing for companies are 30 November (paper-filing) and 15 December (e-filing).

Determination of Financial Year

Determination of financial year is the company’s own choice in Singapore. It is not compulsory that it should be an accounting cycle from January to December or April to March. The financial year (accounting cycle) can start in any month of the year.

Financial Assistance after Business Registration Singapore

Singapore has a very friendly ecosystem for start-ups. One of the main incentives of Singapore company registration is the availability of a series of funding assistance from the government.

The government has invested a lot of capital into these arrangements. To support start-ups in their initial days is a part of the Singapore government’s initiative.

Some of the schemes that are presently being offered by the Singapore government are mentioned below. These schemes can help leverage your innovative ideas or technology to form a business venture.

SPRING SEEDS
ACE Startup Grant
TECS
ComCare Enterprise Fund

There are many supplementary government grants, incubators, and equity programs apart from these, which are available in the city-state.

What happens if Business goes Bad?

If a business goes bad and has to close down, then there are certain requirements that are applicable to closure of the business.

If registered as Sole Proprietors and Partnerships

Need to inform the ACRA that the business has ceased and being winded by filling in a form for Cessation of Business online through BizFile+.

If registered as Company

You are required to apply to ACRA for voluntarily winding up of the company or to strike its business name off of the register.

To Sum Up

Business Registration Singapore is the most important affair for any startup which is sweating for establishing a business on the soil of Singapore. There are many perks and privileges that the Singapore Government offers to the business investors, but all of them need to follow a clearly laid out set of business laws and company acts. Doing this at own can be a hectic job. So there are many professional services available in the market that specialize in helping businesses get through the initial settling and establishing phase of the business. The selection of a reputed service or agent for Business Registration Singapore goes a long way in the smooth establishment, running and functioning of the business.