What Do You Need to Incorporate a Company in Singapore?
Incorporating a company in Singapore is a straightforward process, thanks to the country’s business-friendly policies, strong legal framework, and streamlined registration procedures. However, to ensure a smooth and successful incorporation, it’s essential to understand the key requirements, steps, and documentation involved. This guide provides a comprehensive overview of what you need to incorporate a company in Singapore.
1. Choose a Business Structure
Before incorporating your company, you must decide on the type of business entity that suits your needs. In Singapore, the most common business structures include:
- Sole Proprietorship: Suitable for a single owner who wants full control of the business.
- Partnership: A business owned by two or more individuals or entities.
- Limited Liability Partnership (LLP): Combines the benefits of a partnership with limited liability protection.
- Private Limited Company (Pte. Ltd.): A separate legal entity with limited liability for its shareholders, offering the most credibility and tax advantages.
For most entrepreneurs and businesses, the Private Limited Company (Pte. Ltd.) is the preferred structure due to its flexibility, scalability, and access to tax incentives.
2. Fulfill Key Requirements for Incorporation
a) Company Name
- The company name must be approved by the Accounting and Corporate Regulatory Authority (ACRA).
- It should be unique, not identical to existing company names, and free of prohibited or offensive words.
- Reserved names are held for 120 days after approval.
b) Shareholders
- A Singapore company can have a minimum of one shareholder and a maximum of 50.
- Shareholders can be individuals or corporate entities, and 100% foreign ownership is allowed.
- Shareholders must subscribe to at least one share each, and the company must issue a minimum of one share.
c) Directors
- A minimum of one resident director is required. A resident director must be a:
- Singapore citizen,
- Singapore permanent resident,
- EntrePass holder,
- Employment Pass holder with a local address.
- There can be multiple directors, and foreign individuals can be appointed as long as the resident director requirement is met.
d) Company Secretary
- A company secretary must be appointed within six months of incorporation.
- The secretary must be a resident of Singapore and qualified to perform corporate compliance duties.
- The company secretary cannot be the sole director of the company.
e) Paid-Up Capital
- The minimum paid-up capital for incorporation is S$1.
- Capital can be increased anytime after incorporation.
f) Registered Address
- The company must have a physical registered address in Singapore, which can be residential or commercial.
- The address cannot be a P.O. Box.
g) Constitution
- The company’s constitution (formerly known as Memorandum & Articles of Association) must outline the rules governing the company’s operations and structure.
- You can adopt the standard constitution provided by ACRA or draft a customized one.
3. Prepare Necessary Documents
To incorporate a company, the following documents are required:
- Approved Company Name: Confirmation of name approval from ACRA.
- Shareholders’ Details: Information on all shareholders, including passport copies and proof of address for foreign individuals.
- Directors’ Details: Personal details of all directors, including identification documents.
- Company Constitution: Standard or customized.
- Registered Address Proof: Document showing the address to be used as the registered office.
- Consent to Act as Director and Secretary: Signed declarations indicating willingness to take up these roles.
- KYC (Know Your Customer) Documents: Required by corporate service providers to verify the identities of the individuals involved.
4. Engage a Corporate Service Provider
For foreign individuals or businesses without a local resident director, engaging a corporate service provider is mandatory. These professionals assist with:
- Registering your company with ACRA.
- Providing a nominee director service to meet resident director requirements.
- Managing statutory compliance, such as filing annual returns and maintaining company registers.
5. Register with ACRA
Once all the above requirements are met, you can proceed to register your company with ACRA via the BizFile+ platform. The process typically involves the following steps:
- Reserve a Company Name:
- Submit your proposed name for approval.
- Pay a fee of S$15.
- Submit Incorporation Application:
- Provide all required details and documents.
- Pay an incorporation fee of S$300.
If all information is in order, the incorporation process can be completed within 1–2 business days.
6. Post-Incorporation Compliance
After incorporation, several compliance requirements must be met to keep your company operational and compliant:
a) Open a Corporate Bank Account
- Most banks in Singapore require:
- Certificate of Incorporation.
- Company Constitution.
- Directors’ and shareholders’ identification documents.
- Proof of address.
b) Obtain Licenses and Permits
- Depending on your business activities, you may need specific licenses (e.g., F&B license for restaurants, import/export permits).
c) Register for GST (If Applicable)
- If your company’s annual revenue exceeds S$1 million, you must register for Goods and Services Tax (GST).
d) Annual Filing Obligations
- File annual returns with ACRA.
- Hold an Annual General Meeting (AGM) within six months after the financial year-end.
- Prepare and file corporate tax returns with the Inland Revenue Authority of Singapore (IRAS).
e) Set Up Accounting and Bookkeeping Systems
- Ensure compliance with Singapore Financial Reporting Standards (SFRS).
7. Additional Considerations for Foreign Entrepreneurs
a) Employment Pass or EntrePass
- Foreign entrepreneurs intending to relocate to Singapore to run their business must apply for an Employment Pass (EP) or EntrePass.
b) Nominee Director Services
- If you don’t have a local resident director, corporate service providers offer nominee director services for a fee.
c) Compliance with Local Laws
- Abide by Singapore’s business laws, including data protection regulations under the Personal Data Protection Act (PDPA).
8. Why Singapore Is Ideal for Company Incorporation
Singapore’s appeal as a business hub is rooted in several advantages:
- Low Corporate Tax Rate: A flat corporate tax rate of 17% with tax exemptions for startups.
- Strategic Location: Proximity to major markets in Asia.
- Ease of Doing Business: Ranked highly by the World Bank for its efficient business registration process.
- Strong Legal Framework: Robust protection for intellectual property and contract enforcement.
- Access to Talent: Skilled workforce and a variety of work visa options.
Conclusion
Incorporating a company in Singapore is a relatively straightforward process, provided you meet the necessary requirements and prepare the correct documents. The involvement of a professional corporate service provider can streamline the process, especially for foreign entrepreneurs. With its business-friendly environment and strategic advantages, Singapore continues to be a top destination for starting and growing a business. By ensuring compliance with local regulations and leveraging the resources available, you can position your company for success in this dynamic market.