This article details Singapore company law on the requirements and procedures needed to for Company Incorporation Singapore. Get all information that you need for Company Incorporation in Singapore.
Incorporating a company in Singapore is quick, simple, and free from any needless red-tape. Singapore is consistently acknowledged as one of the easiest and most expedient countries in the world when it comes to conducting business. In addition, it’s also one of the easiest countries in the world in order to register your private limited company. This guide will cover the following topics:
Foreigners must engage the services of a corporate service provider for Company Incorporation Singapore. Even local entrepreneurs are advised to do the same as they may not be fully familiar with the Singapore company law and compliance requirements. However, it is possible for a local resident to incorporate a company on his own.
According to the Singapore Companies Act, a private limited company can have a minimum of 1 to a maximum of 50 shareholders. These shareholders can either be foreign or local. They may also be corporate entities or natural individuals.
A minimum of S$1 is needed when it comes to paid-up capital, However, your company is allowed to increase its share capital through the addition of additional capital at any time.
The directors of your Singapore company may either be foreign residents or Singapore residents. However corporate directors are not allowed. Also, there must be at least one director that is based in Singapore. Singapore defines someone as a Singapore resident if they are a permanent resident or a citizen of Singapore.
Your company must within 6 months of its incorporation appoint a corporate secretary. That secretary will need to be a Singapore resident and a natural individual (as opposed to a corporate entity).
Every registered company must have a Singapore local address where its statutory documents are held. P.O. Boxes are not allowed.
Your company’s name will need to be approved prior to continuing with the company’s registration.
New Company Setup
Meant for foreign entrepreneurs and foreign companies, this package covers all services that are necessary to incorporate and start a new company in Singapore.
New Company Setup
Meant for Singapore citizens and permanent residents of Singapore who are not in need of our local director and Employment Pass filing service.
Unhappy with current service provider? Bring your company to us and experience the difference in quality of service.
New Branch Setup
Meant for foreign corporates intending to open up a branch office in Singapore.
Meant for foreign corporates intending to register a representative office in Singapore. this package covers all services that are necessary for a rep office.
Singapore Bank Account
Includes all the necessary steps to register your BVI company and open a Singapore Bank account for the same.
The procedure for Incorporating your Singapore company is online, fast and expedient. Here are the three primary tasks:
Prior to your Company Incorporation Singapore, we are first required to have your company’s name approved by the ACRA. This is a simple procedure that we perform online with the following restrictions:
There are certain things to keep in mind when you are having your company name approved:
Your CSP (Corporate Service Provider) is required to conduct a KYC (Know your Customer) due-diligence by ACRA, in compliance with the international AML regulations. This will at least require supporting information that contains:
Please note that there may be a variation when it comes to the exact documents that are required by different CSPs, based on their different internal procedures.
In addition – all documents must either be in English or an official English translation.
In order for the process to run smoothly, it is suggested that you have the following documentation available prior to beginning your incorporation, Should you be unable to easily obtain some of the documentation, please get in touch with us and it may be possible for us to recommend alternatives.
For every Beneficial Owner, Shareholder and Company Officer of your proposed company:
Should a shareholder be a corporate entity, the required documents are:
Prior to your company’s registration and after your company’s name approval, you must prepare the following documentation:
After the name approval and before applying for Company Incorporation Singapore, a company must get the following ACRA documents ready:
Many of our customers are surprised to discover just how easy it is when it comes to registering a Singapore Company through our services. They appreciate how quickly and easily everything comes together with no “surprises” from our initial quote to verifying paperwork to the final incorporation. They are also appreciative for our professional and quick service when it comes to opening up their company banking account.
After the preparation of all of your incorporation documents, your company may then be registered officially with ACRA. This process will be conducted online and should take less than 1 hour. In certain (rare) cases, the registration may need to be referred to a different government agency for the purpose of further vetting. In this case, the process may take up to a few weeks in order to complete.
As you’re registering your Singapore Company, a company constitution is required (previously called the MAA, which stood for the Memorandum and Articles of Association). For your company constitution, you may decide to choose the ‘standard’ Singapore company constitution or you may elect to compose your own, custom constitution.
Your company constitution will provide the procedures and rules that will govern your company. In addition, it will outline your company’s purpose and your company’s rights and responsibilities. The minimum requirements for issues that your company constitution will need to address will be:
When it comes to a typical company constitution, it will also generally indicate the operations of the Company on a daily basis through governing rules which include:
An e-Certificate of Incorporation will be issued by the ACRA. This is an ACRA official email which will contain:
The e-Certificate that is provided will be accepted for all of your corporate needs in Singapore that includes: other party transactions, bank account opening, etc.
Upon incorporation, your company may also purchase a Certificate of Incorporation in a hard-copy format. This hard-copy may be necessary when: dealing with overseas government agencies, embassies and when engaging in foreign counterpart business transactions and agreements. Since this hard-copy certificate is not required in Singapore, most companies will elect to purchase it only when the need arises.
This is an ACRA-issued .PDF document which will contain your company’s key details such as:
You can immediately start do business under your company’s name, once it’s been fully registered. There are also some activities that should be completed upon registration, as well:
Yes to both. Singapore company shareholders are allowed to be any of the following:
In Singapore, any of the aforementioned shareholders are allowed to own 100% of a Singapore company’s equity. In addition foreigners aren’t obligated to relocate to Singapore and are permitted to operate a registered company from an overseas location. However, in the event that a foreigner shareholder wishes to relocate to Singapore, then they will need to secure a Singapore Employment pass.
Yes. Singapore regulations allow a single person to own and operate a company. This means that a single person may be the sole director and shareholder of that company. However, there are some considerations when it comes to this:
The legal requirements are the same for foreigners as they are for Singaporeans. The requirements are:
See # 3 above. A subsidiary company is actually just another registered company that has a corporate shareholder.
While we provide an online way to incorporate your company without you having to visit Singapore, generally, a visit is recommended. Regulations recommend to do a face to face meeting with the customer. Also, you will need to visit Singapore in order to open up a company bank account after your company’s registration.
The typical timelines for Incorporating a company in Singapore depends on how fast you can provide details. Therefore, a step might take a bit longer should you take longer to comply to provide your information.
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.
Yes. By law, each Singapore company that you register must have a corporate secretary appointed. This individual must be a Singapore resident who has knowledge of Singapore company law.
You can use our optional Nominee Local Director service, which will satisfy the requirement. The majority of foreigners who wish to register a Singapore company, but are not planning to relocate to Singapore, elect to use this particular option.
No. According to Singapore corporate law, in order to register a company, you must first provide a registered address as well as a local director. Thus, it is necessary to provide that information prior to incorporating your company.
You will be allowed to run your company either from Singapore or an overseas location. However, please note that if you wish to relocate to Singapore in order to run a company, then you must first obtain an employment visa. This will allow you to work and live in Singapore.
Yes. Once you have obtained your valid work pass, you may appoint yourself as the Company’s local resident director.
The general requirement are:
Yes. While Singapore makes it a relatively easy task to register and run a company in Singapore, it is expected that every company will comply with its company regulations. Non-compliance can generate serious penalties.
You may expect the annual cost to be approximately:
It depends. If your Company’s financial turnover exceeds S$1 million in the next (or past) 12 months, then you will need to register for GST. However, you may register voluntarily for GST at any given time. Voluntary registration may require a deposit to be put with GST authorities.
Most company industries in Singapore are not required to obtain licenses. However, there are some exceptions to this such as: travel agencies, employment agencies, financial service agencies, restaurant-related businesses, etc. Please check with our time at the time of Company Incorporation Singapore about license requirements for your specific case.
The Singapore government requires due diligence for its KYC (“Know Your Client”) for each company that is registered. This ensures that there is compliance with the guidelines for FAIF’s AML/CFT.
Yes, you may.
“No” to both questions. Singapore is fully compliant with initiatives from OECD that are designed for the prevention of avoiding taxes. No international organizations have considered Singapore as a tax haven.
All companies are listed on a Singapore public register. This allows company: names, ownership information and addresses to be publically available.
Yes. But the AML/CFT corporate regulations require that all beneficial owners/controllers are disclosed in a private register. This private register may be viewed only to a law enforcement agency – not the public.
“UBO” stands for the term “Ultimate Beneficial Owner”. This is part of Singapore’s regulations that are designated as: CFT (“Combating Financing of Terrorism” and” Anti Money Laundering”). These are regulations that will mandate that all beneficial owners of a company are disclosed.
An individual is described as a UBO is someone who directly controls the company by way of their voting power. However, they are not directly involved with the company’s management. This form of control is indicated by the terms: “ultimate effective control” and “ultimately owns or controls”.
In their effort to be an exceptionally welcoming environment for startup companies, some examples of cash grants and tax benefits include:
Please see our different company setup packages and select the one that fits your particular requirements.
In Singapore the ACRA (Accounting and Corporate Regulatory Authority) is the government agency that oversees the ongoing compliance and registration of companies along with the enforcement of Singapore corporate law.
Every Singapore company is registered online through ACRA’s filing/information retrieving system known as BizFile – which is also utilized to lodge the corporate transactions which are required to meet compliance with company regulations in Singapore. Usually, BizFile company transactions will be lodged by professional CSPs (corporate service providers). CSP is the term used for registered and certified with ACRA when it comes to conducting business transactions on other Singapore firms that utilize BizFile (law firms, accounting firms and secretarial firms.
In order for foreigners to register a company in Singapore, they must engage CSP services. While registering a company online may be dome by a local entrepreneur themselves, they are also advised to use a CSP for the initial incorporation and maintenance of their company. This is due to the complexity of company laws and compliance issues.
If you are a foreign or local entrepreneur, the best way to approach the incorporation of your company is through the assistance of a quality corporate service provider. Please contact us for additional information and begin the process of registering your company.