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Company Incorporation in Singapore

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:

  • The Requirements that are needed for Company Incorporation Singapore
  • The Required Steps for Your Company Incorporation Singapore
  • The Documents That will be Needed
  • Documents that will be Available after Your Company’s Incorporation
  • Necessary Tasks Needed After Your Company’s Incorporation
  • Some Frequently Asked Questions
  • Information Regarding Singapore’s Company Registrar (ACRA)
  • Additional Steps

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.

Epica is a professional Agent to provide you Company Incorporation Singapore Services

We do it all for you! Your company’s incorporation, your new bank account opening, your approved employment pass. Our clients are impressed by the professionally smooth and quick manner in which the process is handled. We provide company incorporation Singapore services with a human touch. Don’t get tangled in online platforms and automation. When you engage us you always speak to a human.

Company Incorporation Singapore Requirements

The Necessary Requirements for Your Company Incorporation Singapore

Shareholding

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.

Share Capital

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.

Directors

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.

Company Secretary

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).

Registered Address

Every registered company must have a Singapore local address where its statutory documents are held. P.O. Boxes are not allowed.

Your Company Name

Your company’s name will need to be approved prior to continuing with the company’s registration.

Foreigner Package

New Company Setup

S$2,600
S$4,000

Meant for foreign entrepreneurs and foreign companies, this package covers all services that are necessary to incorporate and start a new company in Singapore.

  • Singapore Company Registration
  • Bank Account Introduction
  • Company Secretary for 1 Year
  • Registered Address for 1 Year
  • Nominee Director for 1 Year or EP
  • General Advisory
  • Annual Return Filing with ACRA

Local Package

New Company Setup

S$1,100
S$1,700

Meant for Singapore citizens and permanent residents of Singapore who are not in need of our local director and Employment Pass filing service.

  • Singapore Company Registration
  • Bank Account Introduction
  • Company Secretary for 1 Year
  • General Advisory
  • Annual Return Filing with ACRA

Transfer To Us

Existing Company

S$1,000
S$1,500

Unhappy with current service provider? Bring your company to us and experience the difference in quality of service.

  • Company Transfer
  • Company Secretary for 1 Year
  • Annual Return Filing with ACRA
  • Advisory Session
  • Compliance Check
  • Additional services as needed

Singapore Branch

New Branch Setup

S$4,000
S$5,000

Meant for foreign corporates intending to open up a branch office in Singapore.

  • Singapore Branch Registration
  • Bank Account Introduction
  • Company Secretary for 1 Year
  • Registered Address for 1 Year
  • EP Processing of Resident Agent
  • General Advisory
  • Annual Return Filing with ACRA

Representative Office

New Setup

S$2,500
S$3,000

Meant for foreign corporates intending to register a representative office in Singapore. this package covers all services that are necessary for a rep office.

  • Representative Office Registration
  • Bank Account Introduction
  • Company Secretary for 1 Year
  • Registered Address for 1 Year
  • One employment Pass processing
  • General Advisory

BVI Company

Singapore Bank Account

US$2,200
US$3,000

Includes all the necessary steps to register your BVI company and open a Singapore Bank account for the same.

  • BVI Company Registration
  • Bank Account Introduction
  • Appointment of Agent
  • Registered Address for bank
  • General Advisory
  • Documentation for BVI Company

Steps for Company Incorporation Singapore

The procedure for Incorporating your Singapore company is online, fast and expedient. Here are the three primary tasks:

  1. Company name approval
  2. Preparation & signing of your documents
  3. The actual Company Incorporation Singapore

Step 1: Have Your Company Name Approved for Company Incorporation Singapore

Epica Consulting + Company Incorporation Singapore

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:

  1. Your company name may not be the same as an existing Singapore company.
  2. There must not be any infringing trademarks
  3. A vulgar or obscene name is not allowed
  4. The company name cannot be reserved by a different company

There are certain things to keep in mind when you are having your company name approved:

  • If all ACRA rules are followed, then your company name is usually approved in an hour or less.
  • The company name may be forwarded to a different government agency should it require further approval for having business words that are considered regulated, such as: “school”, “broker”, “law”, “legal” or “finance”. In this case, a delay of up to a few weeks may occur.
  • Once your company name is approved for company incorporation Singapore, it can be reserved for a period of up to 120 days. If the name isn’t incorporated within the mandated period, then another person may reserve the name.

Step 2: KYC being Conducted by your Corporate Service Provider (CSP) for company Incorporation Singapore

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:

  • The officers and stakeholders professional backgrounds who will be assigned to your proposed company.
  • Address and identification proof documentation

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.

Epica Consulting + Company Incorporation Singapore

Documents to support for Company Incorporation Singapore

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:

  1. A copy of their Passport
  2. Residency or NRIC card (applies only to Singapore residents)
  3. Proof of residential address (i.e. – a rental agreement, recent utility bill, driver’s license, etc.)
  4. A short professional description. May be a resume, LinkedIn profile link or CV (curriculum vitae)

Should a shareholder be a corporate entity, the required documents are:

  1. A Certificate of Registration that has been issued by the company Registrar’s jurisdiction
  2. A Company Extract from the above Registrar that includes the following information:
    • Registered address, registration number and the Company’s name
    • All Directors and Shareholders paid-up Capital and particulars
    • The Company’s business activity (or activities)
  3. The shareholding company’s director(s) passed Authorized Person Resolution that will include:
    • An authorization to hold the proposed Singapore Company shares
    • An appointment of an Authorized Person who can sign the formation documentation of the Singapore Company on the shareholding company’s behalf.
  4. A chart that illustrates the ownership of the shareholding company’s UBO (Ultimate Beneficial Owners). In addition, it may be required that, for KYC due diligence, identification documents can also be presented.

Step 3: Preparing Your Company’s Registration Documents for Company Incorporation Singapore

Epica Consulting + Company Incorporation Singapore

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:

  • The Company Constitution (known previously as the Articles of Association). There is a standard company constitution for Singapore that is available from the ACRA. This constitution is acceptable for the majority of companies and incorporates terms that have been determined to be fair when it comes to all parties which are contained within the incorporation.
  • For each director – A Signed Consent to Act as a Director – Form 45
  • For the company secretary – A Signed Consent to Act as a Company Secretary – Form 45 B
  • The residential address and identification for every officer of the company and shareholder
  • Nominee Director register
  • Controllers Register
  • Nomination letter
  • Beneficial Owners Register
  • First Board Meeting Minutes

Step 4: Registration with the Singapore Company Registrar (ACRA)

Company incorporation Singapore with no added “surprises”

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.

The Official Documents that are Available after Company Incorporation Singapore

Your Company Constitution

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:

  • Company name
  • A statement declaring that company members’ liability is limited
  • The first company shareholders’ full legal names, their addresses and their occupations
  • The statement that indicates your first shareholders’ desire to form the company in accordance with the constitution’s terms and that they are in agreement when it comes to taking a stated number of company shares in regards to the capital of your company.

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:

  • Company dividends
  • The sale and issuance of its shares
  • Company directors
  • Company meetings
  • Company secretary
  • Company financial statements
  • Company seal
  • Winding-up

The Certificate of Incorporation

An e-Certificate of Incorporation will be issued by the ACRA. This is an ACRA official email which will contain:

  • A statement regarding your company’s official incorporation
  • The company’s UEN (Unique Entity Number) that was issued on the incorporation date of your company

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.

BizProfile (aka “Company Extract”)

This is an ACRA-issued .PDF document which will contain your company’s key details such as:

  • Directors details
  • Company principal activities
  • Your company’s details (UEN (i.e. – Unique Identification Number) and incorporation date)
  • Company compliance status
  • Company address
  • Company shareholder’s details
  • Company secretary details
  • Company’s principal activities

Suggested Tasks to do after Company Incorporation Singapore

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:

Epica Consulting + Company Incorporation Singapore
  1. You should open a company corporate bank account. There are a number of options when it comes to opening a Singapore corporate bank account. Our service team will be pleased to assist you by providing options that are suitable for your company’s requirements. We will also make introductions to the appropriate bank executives.
  2. Make applications for business licenses that you may require. You’ll find that the Singapore business-related environment isn’t hindered by bureaucracy and, as such, most of the industries that you’ll encounter don’t require licenses. But should your business possess a licensing requirement, we will be happy to assist you in securing it.
  3. Should you or your foreign company member wish to relocate to Singapore, then you need to apply for a suitable visa. We can also assist you with this.
  4. It’s important to make sure that your company is within Singapore’s regulations compliance on a continual basis. We have available services that can assist you with your regulatory, tax compliance, financial and corporate government obligations.This way, you can concentrate on your business management and On furthering your investments.

FAQs Regarding Company Incorporation Singapore

1. Can a foreigner incorporate a Singapore company and are they allowed to own 100% of the Singapore company equity?

Yes to both. Singapore company shareholders are allowed to be any of the following:

  1. local individuals
  2. foreign individuals,
  3. local corporate entities
  4. foreign corporate entities

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.


2. Does Singapore allow a one-person company?

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:

  • In a situation in which both the shareholder and director are the same individual, a different person will need to be appointed as the company secretary. Usually, this is not a problem since our corporate provider service can appoint a qualified staff member as the secretary of your company.
  • Singapore requires that a minimum of one director must be a Singapore resident. Therefore, you will be required to appoint a Singapore resident as your additional director. However, our corporate service can offer a “Nominee Director” additional service that will satisfy this requirement.

3. What are the minimum legal requirements for foreigners when it comes to registering a company in Singapore?

The legal requirements are the same for foreigners as they are for Singaporeans. The requirements are:

  • A qualified local company secretary needs to be appointed
  • The registered company’s appointed address must be a local address
  • A resident local director must be appointed
  • The minimum share capital of the company must be S$1

4. What are the requirements for a foreign company for a subsidiary company Incorporation Singapore?

See # 3 above. A subsidiary company is actually just another registered company that has a corporate shareholder.


5. In order to register my company, will I need to pay a visit to Singapore?

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.


6. What is the length of time needed for Company Incorporation Singapore?

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.

  • Provide the information regarding your company’s structure along with the supporting documentation. (1 hour – a few days, if waiting for the client to send information)
  • KYC (“Know your Client”) Corporate Service Provider checks are required by law. (1 day)
  • Your company’s name registration with ACRA (less than an hour)
  • Incorporation document set preparation (1 hour)
  • The signatures on the document set and Client Review (1 hour – a few days depending on the client along with the number of signatures)
  • ACRA Incorporation (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.


7. Is it necessary to appoint a corporate secretary for my Singapore Company?

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.


8. As a foreigner, I don’t have an individual to appoint as a resident local Director for my Company. How can I meet this requirement?

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.


9. Will I be allowed to appoint a local address and a resident director after I complete my Company Incorporation Singapore?

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.


10. Will I be allowed to run my company from an overseas location or will I need to relocate to Singapore?

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.


11. May I act as the Local Director upon my relocation to Singapore?

Yes. Once you have obtained your valid work pass, you may appoint yourself as the Company’s local resident director.


12. What are the requirements when it comes to reporting private limited companies in Singapore? How often will I need to report and what information must I report?

The general requirement are:

  • You will need to file the yearly income tax return for the corporation. This is filed with the IRAS, which is Singapore’s taxation authority.
  • You will be required to file your Company’s Annual Return with the ACRA (Singapore company registrar).

13. Is there a major problem if I neglect to file my Company’s annual returns?

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.


14. What may I expect the cost to be when it comes to maintaining my Singapore Company?

You may expect the annual cost to be approximately:

  • Annual accounting/tax filing service (payroll, bookkeeping and corporate tax filing will be: S$ 500 – S3,000 depending on the specific services chosen.
  • Annual service cost for secretarial requirements (company secretary, nominee local director and registered address will vary between S899 – S$3,200 depending on the specific services chosen.

15. Will I be required to register for GST?

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.


16. Are there any license requirements prior to beginning company operations?

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.


17. How does Singapore make sure that its registered companies are not used for, money laundering or financing for terrorist activities?

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.


18. After my Company’s registration, will I be allowed to register a Singapore-specific domain name?

Yes, you may.


19. Is Singapore considered as a tax haven by organizations such as the OECD? Is it on the list of OECD’s “Non-Cooperative Countries”?

“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.


20. Is public information available for Singapore companies?

All companies are listed on a Singapore public register. This allows company: names, ownership information and addresses to be publically available.


21. If I desire not to be listed in public records, may I nominate another person as a shareholder or director?

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.


22. What does “UBO” mean?

“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”.


23. What startup assistance is provided by Singapore?

In their effort to be an exceptionally welcoming environment for startup companies, some examples of cash grants and tax benefits include:

  • For the first 3 years – profits up to S$100,000 are given a full tax exemption with a tax exemption of 50% for the profits up to S$200,000 for the next 2 years. Please note that for 2020, this will be adjusted to 75% exemption for the first year and 50% for the next 2 years (for the first 3 years).
  • Up to a 100% tax credit when it comes to the company’s capital expenditure – for the initial 5 years (8 years in some situations) of projects that qualify.
  • For enhancing productivity/innovation, a 400% allowance or tax deduction is provided for expenditures.
  • For certain targeted industries, there are several available cash grants.

Company Incorporation Singapore By Epica

Please see our different company setup packages and select the one that fits your particular requirements.

Regarding the Singapore Company Registrar (ACRA)

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.

Your Next Steps For Company Incorporation Singapore

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.

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