Friday, June 14, 2019

How to register a company in Singapore

Want to register your company in Singapore? This guide contains key facts on opening a company and doing business in Singapore – the requirements, procedures, and timelines.

Registering a company in Singapore: high-level overview
  • Company name: We recommend having a shortlist of three in case your first choice isn’t available.
  • 1 or more directors: Directors must be individuals, aged 18 and above, who have not been disqualified to hold a directorship in Singapore or elsewhere.
  • 1 or more resident directors: You need at least one locally resident director. This is someone who is a Singapore citizen, Permanent Resident, or someone who is on a visa such as an Employment Pass, Dependant's Pass or EntrePass.
  • Between 1 - 50 shareholders: A director can be a shareholder, and a shareholder can either be an individual or a legal entity like a trust or another company.
  • Paid-up capital: The minimum paid-up/share capital for a company to register in Singapore is S$1. Any time after the company has been incorporated, the share capital can be increased.
  • A registered address in Singapore: The address that is provided for the company must be located in Singapore. In addition, it must be a physical address (residential or commercial). A P.O. Box will not be accepted.
  • Company secretary: within 6 months of incorporation, every company must appoint a company secretary. A company secretary has to be a citizen, permanent resident or an employment pass holder.
  • Auditor: within 3 months of incorporation, every company must appoint an auditor, unless the company has been exempted from audit (which is the case for most start-up companies).

Other helpful things to keep in mind when registering a company:
  • No local/foreign shareholding requirements: You may have 100% local shareholding or 100% foreign. You can transfer existing shares or issue new ones at any time after the company has completed the incorporation process.
  • Taxes: As a company registered in Singapore, you will receive some very appealing tax incentives and exemptions. This is one of the primary reasons that entrepreneurs from around the world prefer to form their company in Singapore.
Required documents at incorporation

To incorporate your company in Singapore, you need to file with ACRA (the Accounting and Corporate Regulatory Authority), who manages company registration in Singapore. You will need to provide:
  • Name of company
  • Brief description of activities
  • Details of shareholders
  • Details of directors and KYC information
  • Registered (Singapore) address
  • Share capital details
  • The company’s constitution
  • The main document required is the constitution of the company, which sets out the rules governing the way of doing business, the internal governance of the company and the relationships between its stakeholders (mainly directors and shareholders).
Additional considerations for foreigners

Foreigners who are interested in registering their company in Singapore also need to consider the following:
  • You will need to hire help in Singapore to set up. To register your Singapore business, you will need to hire a professional to file on your behalf. The regulations in Singapore do not allow a foreign individual/entity to self-register their company.
  • You do not need to travel or obtain a visa to incorporate your company. If you plan to incorporate your company in Singapore, but don’t plan to move, you do not need to obtain any special travel visa. You may operate your company from overseas, and you may visit Singapore on a short-term visitor visa when you need to deal with company issues.
  • You may need to hire a nominee director. If you are not planning to have anyone in your company move to Singapore, you will still need to fulfil the requirement to have a local director. You can easily find a professional service firm in Singapore that offers incorporation services including local resident directorship, such as Sleek.
  • You may need to travel in order to set up a corporate bank account. Depending on the bank that you decide to use, many banks require physical presence of directors and/or shareholders to approve the opening of a bank account in Singapore. We have a network of bankers and can help facilitate this - usually a straightforward process.

Timeline for registering your company

Once you have all your documents together, a company can be incorporated within one business day, as long as ACRA does not cause any delays. Read on to find out how you can set up a company in Singapore via ACRA. 

There are 2 steps involved in the company formation procedure for incorporating in Singapore: reserving a name, and registering the company. 

1. Reserving the company name

To register your business in Singapore, you must make sure that your proposed name is approved by ACRA. Usually, you will find out whether your proposed name has been approved or rejected within a day. However, if your proposed name contains specific words such as media, bank, law, finance, or education, the corresponding external governmental authority may be required to review and approval the name.

To increase your chances of the proposed name being approved right away, you want to make sure that the name is not:
  • similar/identical to existing company in Singapore
  • vulgar/obscene
  • already reserved
Approved company names will be held and secured for 60 days from the date of your application. Also, if you need to extend the name reservation for another 60 days, you may do so by filing an extension just before the initial hold expires.

2. Registering the company

Once you have received approval for your name, the process of filing the incorporation paperwork and obtaining approval from the ACRA can be done in just a day – as long as the documents are all ready and have been signed by all directors of the new company.

What happens post-incorporation?

  • You receive a Certificate of Incorporation. ACRA will send an email notification confirming the incorporation of your company. This is your official Singapore Company Incorporation Certificate and will include your business registration number. If you want a hard copy of the certificate, you can make an online request to ACRA for S$50.
  • You receive a Business Profile (”Bizfile”). ACRA will also provide the business profile of your new company for free. The business profile is the identity card of the company.
  • You are able to open a corporate bank account. After you have successfully registered your Singapore business, you will be able to open a corporate bank account with any of the banks in Singapore. This includes Citibank, UOB, HSBC, OCBC, Standard Chartered, DBS.
  • Business Licenses Application. Depending on the activities that your business will be doing, you might also need to apply for business licenses. You will complete this process after incorporation, but before starting your business.
  • Registration for Goods and Service Tax (GST). If you expect your business’ annual turnover to exceed S$1 million, then you must register for Goods & Services Tax, or GST (also referred to as value added tax, VAT, in many countries). If you do not expect your business’ annual turnovers to reach S$1 million, you are not required to register for GST.

(Want to learn more about GST in Singapore? Read our Simple Guide to GST in Singapore in Singapore or download our GST Cheat Sheet.

Ongoing requirements/formalities for filing

Once you have officially incorporated your Singapore business, the Companies Act requires specific annual filing requirements to be made. To learn more about this, check out our guideon the annual filing requirements for companies established in Singapore.

If you’re not Singaporean and you want to have a hassle-free experience, you might want to consider hiring a professional corporate secretary …. like us - Sleek.

Get in touch with us if you want to learn more about how we can take care of all your ongoing corporate filing requirements.

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