How to Register a Company in Singapore?
Company Incorporation Singapore: A comprehensive to setting up a Private Limited Company
Are you a foreign entrepreneur or business owner looking to register a company in Singapore to explore new business opportunities? Look no further! Registering a company in Singapore offers numerous advantages, from a robust economy and favorable tax system to a strategic location in the heart of Asia. However, navigating the local company registration process and complying with legal requirements can be complex, especially for foreigners. In this comprehensive article, we will guide you through the step-by-step guide on the Singapore company registration process (typically the Singapore private limited companies which is one of the most common business structures), empowering you to embark on your business journey with confidence and success.
Step 1: Singapore Registration of Company: Understanding the Requirements of Singapore Company
As foreign entrepreneurs, when it comes to the incorporation of a private limited company in Singapore, it's crucial to familiarise yourself with the requirements for company registration in Singapore. This includes appointing at least one local director, who can be a Singapore citizen, permanent resident, or holder of an Employment Pass/Entrepreneur Pass.
Below is a list of requirements for registration of a Singapore company:
You will need at least one shareholder. The shareholder can be an individual person or a company and 100% foreign shareholding is permitted, enabling all shareholders to be foreigners. You are allowed to have multiple shareholders but there is a maximum limit of 50 for a Singapore private limited company. This framework fosters flexibility and encourages international participation within Singapore’s esteemed business landscape.
A minimum capital of just 1 Singapore dollar is required. If necessary, you can easily increase the capital by injecting additional funds and notifying the company registrar.
You must have at least one director who is a Singapore resident (A Singapore citizen, Permanent Resident or certain Work Pass Holder) and directors must have no prior bankruptcies or malpractice charges and should be 18 years old. Both Singapore-resident and foreign-resident individuals can be directors. If you do not have a Singapore-resident director, our nominee director service can fulfill this requirement for you. In many cases, we will help our client secure the required work pass within a couple of weeks to take over as the local resident director.
According to the Singapore companies act, you are required to appoint a Singapore-resident company secretary within 6 months from the date of incorporation to comply with regulatory obligations and filings. When incorporating your company with a professional firm like One Visa, our experienced company secretary will take care of all regulatory requirements of your company to ensure you meet all the regulatory obligations and filing requirements.
You are required to have a registered address within the country, where all statutory documents must be kept. We offer our address as your company’s registered address when you choose our incorporation services, ensuring compliance with this requirement and proper document management.
It is important to note that you are required to apply for certain licenses if your business activity are related to financial services, education, F&B, law and medical services. When you engage One Visa’s service, we will understand your business activity and advise on the SSIC code accordingly so that there would not be any complications. In case your business activity are regulated, we will advise you on the licensing requirements to properly plan for your incorporation process to avoid any delays (which can take from a couple of weeks to months to obtain).
By understanding and fulfilling these above requirements, you ensure compliance with local business licenses and regulations and set the foundation for a successful business venture.
Step 2: Your Corporate Structure and Supporting Documents Required
Once you have understood the initial requirements for registration of a Singapore company, you need to decide on your corporate structure. Following are the key questions to help you decide on your business structure:
- Shareholders of the Company: Is the shareholder a company or an individual? If it is a Singapore subsidiary company, if the shareholder a local or overseas company? If this is a new business, then how many percent of shares should you and your partner hold?
- Director(s) of the company: Who will act as your local resident director? If you do not have a local director, you can engage a professional service firm to provide you with a nominee director for a start. Are you going to secure an employment pass to take over as the local director at a later stage or you are going to engage in a long-term nominee director service?
- Initial share capital: The minimum is 1 SGD but typically, we would usually advise to start with at least 100 SGD. For those who are planning to secure a work pass in Singapore, it is best to increase your capital to a much higher amount depending on the business nature. Do contact us for a Free Incorporation assessment on the required paid-up based on your business nature.
For individual Shareholders/Directors:
A copy of Passport Biodata (applicable to foreigners)
Singapore ID if the individual resides in Singapore
Your Proof of Residential address from an official document (e.g. driving license, national ID, a recent utility bill, tenancy agreement, etc.)
For Corporate Shareholders:
Certificate of company registration that will be the shareholder (i.e. the parent company)
Business registration profile of the parent company containing information about its business activity, share capital, shareholders, and officers
A chart to identify the Ultimate Beneficial Owners (UBO) of the parent company
Board resolution from parent company authorizing the registration of a subsidiary company in Singapore
To comply with the Singapore company registration regulations, it is necessary for the firm to facilitate the company incorporation process to collect and verify the identification and background information of the proposed shareholders and directors. To fulfill this requirement, it is essential to provide certain types of documents. The following are general guidelines outlining the documentation that should be provided to ensure compliance with these regulations.
Step 3: Choose the Perfect Company Name and correct business activity for your Business In Singapore
Your Company Name in Singapore: Selecting a unique and suitable company name is crucial. Your new company name should align with your brand identity and resonate with your target market. Additionally, it's important to ensure that the chosen name adheres to the guidelines set by the Accounting and Corporate Regulatory Authority (ACRA). Do carefully consider what company name is suitable, unique memorable and compliant with the legal requirements.
Licensing Requirement for Singapore Business Activity: It is important to note that you are required to apply for certain licenses if your business activity are related to financial services, education, F&B, law and medical services. When you engage One Visa's service, we will understand your business activity and advise on the SSIC code accordingly so that there would not be any complications. In case your business activity are regulated, we will advise you on the licensing requirements to properly plan for your incorporation process to avoid any delays (which can take from a couple of weeks to months to obtain).
Step 4: Preparing All the Required Documents
Prior to incorporating your Singapore company, it is important to get all your required documents ready for submission to Accounting & Corporate Regulatory Authority (ACRA). These required documents include passport copies for all your directors and shareholders, their proof of residential addresses, a registered office address in Singapore, a comprehensive description of your business activities, a Memorandum and Articles of Association (M&A) outlining the constitution of your Singapore company, and a Declaration of Compliance. Below is a list of information required for submission to the ACRA
- Company Name
- Brief description of activities & SSIC Code
- Details of shareholders and KYC information
- Details of directors and KYC information
- Your local director's details and NRIC (if you do not have one, One Visa can provide you with a Nominee Director)
- Registered Singaporean Business Address
- Share capital details
- The company’s constitution
Step 5: Registration of your Singapore Private Limited Company with the Accounting Corporate Regulatory Authority (ACRA)
It is important to note that step 5 is the most crucial part of Singapore company registration as you are submitting all the required documents and information to one of the Singapore government agencies, ACRA. This step is split into 3 sub-steps to help you understand the process better. If you are unsure of any parts of the Singapore company registration, you should speak to our expert to ensure a smooth sailing Singapore company registration process.
5.1 Company Name Reservation & Specifying SSIC: The first step towards the registration of Singapore companies is to reserve your business name with ACRA.
>> Choose a unique and suitable name for your company.
>> Check the availability of the chosen name using ACRA's online name availability search tool.
>> Reserve the desired name through ACRA's BizFile+ portal. The reservation is valid for 120 days.
>> Select the relevant SSIC Codes that you are going to use for the primary and secondary business activities of your company which would appear your business profile
5.2 Registration of your Singapore Company: With the name approval, you can proceed with incorporating your company in Singapore.
>> Submit all the necessary documents (Form 45, Consent to act as secretary, Declaration of PEP etc.) to ACRA
>> Pay the registration fees, including the incorporation fee. It will usually take ACRA 1 - 2 days to process the application unless your business activities is regulated in Singapore
5.3 Obtain Company Registration Documents Upon Approval:
>> ACRA Company Business Profile (containing key company information).
>> Company Constitution.
>> Prepare the necessary statutory registers, including the Register of Directors, Register of Shareholders, and Register of Charges.
Step 6: Corporate Bank Account Opening for Singapore companies
The corporate bank account is essential for every Singapore company. Most banks would require you who is going to be the bank signatory to visit their branch in person.
1. Company business profile;
2. Constitution;
3. All other documents or information required by the bank.
Due to the recent AML requirements, it is now much hard to secure a corporate bank account in Singapore. You must prepare a lot of documentation for your company in Singapore like your business profile, business project etc.
One Visa is in partnership with several banks in Singapore so we are able to advise on the banking requirements in Singapore and organise the bank officer to meet you in person at our office to do all your bank paperwork. In case you are not able to come to Singapore, we can arrange the opening of your corporate bank account with the digital bank in Singapore.
Ongoing Requirements for Annual Filing and Tax for Singapore Company
1. File Annual Returns: You are required to fill your annual return with ACRA including your Financial Statements and Auditor's report (depending on your company structure and turnover).;
2. Annual General Meetings (AGM): You are required to hold an AGM and maintain proper account records on a yearly basis
3. Filing your annual tax returns: Depending on your declared financial year, you will be required to file your corporate income tax with IRAS;
4. GST registration: It is mandatory for Singapore companies with a certain annual turnover to register GST. Some Singapore companies may register voluntarily for GST for tax purposes.
It is important to note that you must meet the above annual filing requirements according to their deadlines which are based on your company's financial year. As a registered corporate secretarial firm, you can engage One Visa'a professional company secretary service to help you fulfill the ongoing filing requirements so that you can focus on your business. Speak to our incorporate specialist today about your company setup requirements.
Types of Singapore Company Registration available for foreigners
1. Private Limited Company (Pte. Ltd.): If you are looking for a legal structure that offers growth opportunities and provides protection for your personal assets, the Private Limited company is the ideal choice for foreign entrepreneurs. As a form of Limited Liability company in Singapore, it offers the advantage of limiting business liabilities to the company's share capital. This makes it a preferred option for serious businesses with ambitions for expansion and global reach. By opting for a Private Limited company, you can enjoy a wide range of powers and pursue your business goals with confidence, knowing that your personal assets are shielded from potential risks;
2. Subsidiary Company in Singapore: If you have a thriving business overseas and are looking to expand into Singapore, establishing a Subsidiary is a strategic choice. This structure enables you to maintain control over your new Singaporean firm while safeguarding your personal assets. Similar to a Private Limited company in Singapore, a Subsidiary offers the benefit of limited liability. However, the distinction lies in the fact that a Subsidiary has its parent firm as the major shareholder. This arrangement allows for seamless coordination and support between the parent company and the Subsidiary, ensuring efficient operations and strategic alignment in your expansion efforts. The best option for foreign companies.
3. Singapore Branch Office: If you aim to establish the presence of your overseas company in Singapore while optimizing tax benefits, the Branch Office option is worth considering. Distinct from a Subsidiary, a Branch Office is not considered a separate legal entity with limited liability. This business formation is suitable for low-risk ventures. It's important to note that the parent firm assumes responsibility for the actions of its Singaporean Branch as the Branch is legally considered an extension of the parent company. Choosing a Branch Office allows for direct control and coordination between the parent company and its Singaporean operations.
4. Singapore Representative Office: If you are considering entering the Singaporean market or expanding your current business presence in the region, and you require a preliminary period to study the business environment and assess potential opportunities before making a substantial investment, the Representative Office is a suitable option. This business structure does not possess a traditional legal status and is not intended for revenue-generating activities. However, it serves the purpose of exploring potential market opportunities. As a temporary (3-year) business formation, it offers a cost-effective incorporation solution, exempting you from tax obligations and the burden of annual filing requirements by the company secretary. This allows you to focus on market research and analysis without the administrative complexities associated with traditional business entities.
Choosing the right company set up in Singapore as a foreigner is critical for your business success. It impacts various aspects such as liability protection, tax optimization, and compliance. To navigate this Singapore business registration process effectively, it is highly recommended to rely on a professional firm like One Visa. Our expertise ensures you receive tailored guidance, comprehensive support, and accurate handling of all legal requirements. Take the first step towards a successful company set up by contacting us today for a Free Assessment of your Singapore company requirements.
Securing Employment Pass/Entrepass for Your residency in Singapore
It is important to note that setting up a business in Singapore as a foreigner does not guarantee your work pass in Singapore. You must meet the criteria of the employment pass or entrepreneur visa to successfully secure a work pass. See below for the types of visas in Singapore:
1. Singapore Employment Pass: Singapore Employment Pass (EP) is a type of Singapore work pass that allows foreign professionals, directors, and business owners to legally work in Singapore. More about Employment Pass;
2. Singapore Entrepreneur Pass (Entrepass): The Singapore Entrepreneur Pass, commonly referred to as the EntrePass, is a type of work visa for foreign entrepreneurs aiming to establish their businesses in Singapore. However, this pass is only limited to those who have a business of innovative nature. More about Entrepreneur Pass (Entrepass).
Above are 2 main passes that allow foreign business owners or entrepreneurs to work, stay and take over as the locals in Singapore. Additionally, you are also allowed to bring your direct family members on a dependant's pass. If you are interested to secure a work pass in Singapore, contact us for a Free Eligibility Assessment today!
Why OneVisa?
Take the first step towards a seamless company incorporation in Singapore and unlock the expertise of One Visa. Our experienced team will not only guide you through the registration process but also provide valuable advice on corporate structure and licensing requirements. By leveraging our in-depth knowledge of Singapore's business landscape, we can help you optimize your corporate structure to achieve time and tax savings. Don't miss out on the opportunity to benefit from our comprehensive solutions and expert guidance. Contact One Visa today and let us be your trusted partner in navigating the complexities of company incorporation, while maximising your business's potential for success, efficiency, and financial benefits.
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