What Is a Certificate of Incorporation in Singapore?

Key Takeaways

• A Certificate of Incorporation in Singapore, issued by the Accounting and Corporate Regulatory Authority (ACRA), gives legal recognition to a company and a unique identity through the company name, registration number, and incorporation date. The incorporation date is crucial as it marks the official formation of the company.
• This is important for business operations like opening corporate bank accounts in Singapore, signing contracts, complying with local regulations, and giving limited liability protection to shareholders.
• To get a Certificate of Incorporation, you need to register with ACRA via a hard copy or online e-notification, submit the required documents, and pay the processing fee to incorporate. You can choose to get either a digital or physical certificate based on your company’s preference.

What Is a Certificate of Incorporation?

A Certificate of Incorporation is the government’s stamp of approval that your Singapore company limited is legally recognised and has met all the business registration requirements to be incorporated. Issued by the Accounting and Corporate Regulatory Authority (ACRA), this means your company is a real and separate legal entity. Once you receive this certificate, your company will be incorporated in Singapore and can start operating within Singapore laws.

This gives limited liability protection to shareholders so their personal assets are protected from the company’s liabilities. Also, it is a necessary form for many business activities, such as opening corporate bank accounts, signing contracts, and transacting with foreign entities.

The Certificate of Incorporation confirms your company is complying with local regulations, which builds your credibility and trust with clients and partners. Obtaining this legal document through company incorporation ensures that your Singapore company meets all the business registration requirements and is officially recognised by the company registrar.

Key Information in a Certificate of Incorporation

The Certificate of Incorporation is filled with the following information that confirms your company’s identity and legal status. These are:

• Company name
• Registration number (Unique Entity Number or UEN)
• Incorporation date
• Type of business entity

Company name

The company name is prominently displayed for easy identification and is a key component of the company incorporation certificate. Whether you’re registering a new company or rebranding an existing one, the company name on the incorporation certificate is the foundation of all official and legal documents.

Registration number/UEN

The Unique Entity Number (UEN) is the identifier for every registered company in Singapore. This is the company’s unique identifier, used for all official and government records. It’s used to track and manage business activities across all platforms for smooth dealings with government agencies and statutory boards.

Date of incorporation

Another important part of the company incorporation certificate is the date of incorporation. This is the official birthday of the company, when it was registered as a separate legal entity. The incorporation date is a significant milestone in the company’s history and is often celebrated annually as the company’s anniversary.

Business entity type

The business entity type on the certificate indicates the legal structure of the company, whether it’s a private limited company, public limited company, or another form of business entity. This has significant implications for the company’s governance, liability, and scope of operations. Knowing the entity type is important as it outlines the regulatory requirements the company must comply with and the extent of liability protection for a company and its shareholders.

Importance of a Certificate of Incorporation

A Certificate of Incorporation is more than just legal recognition. It’s a crucial form that proves the company’s existence, required for many business activities, compliance with regulations, and maintaining the company's credibility.

Each of these highlights the importance of the certificate in the company incorporation process and the business’s daily operations.

Proof of existence

The certificate is proof of the company’s legal existence. It tells stakeholders that the business is registered and recognised by the government. This official existence is key to building trust in the business world.

Required for business transactions

The certificate is required for the following business transactions:

• signing contracts
• opening corporate bank accounts
• applying for loans
• entering into trade agreements

This document provides the necessary evidence to partners and financial institutions that the business is legitimate and incorporated under the proper authorities.

Compliance and regulatory requirements

Regulatory requirements are another reason why the Certificate of Incorporation is necessary. It helps businesses avoid legal penalties and fines by ensuring they meet all local laws. To guarantee your Singapore company adheres to all regulatory standards, Osome offers expert accounting services, guiding you through the intricacies of legal requirements and helping you maintain flawless records.

Also, it is required when applying for a business license or permit.

How To Obtain a Certificate of Incorporation

Getting a Certificate of Incorporation in Singapore involves a series of steps, which includes registering with ACRA, submitting the necessary forms and finalising the payment and processing. This company incorporation process is designed to be fast and hassle-free, making it easy to incorporate.

Registering with ACRA

The journey starts with the Accounting and Corporate Regulatory Authority (ACRA), the authority responsible for business registration in Singapore. ACRA is the company registrar and ensures all entities meet the regulatory requirements before being recognised as a company. Successful company incorporation guarantees your business is legally recognised and meets all regulatory standards.

Submitting required documents

Submission of the required documents is part of the incorporation process. These include the application form, identification documents, and the Articles of Association, which outline the company’s constitution and governance rules. Additionally, it’s essential to keep track of the expiry date to avoid any delays in the business registration process after you incorporate.

Payment and processing

Once the forms are submitted, the next step is to pay the processing cost. In Singapore, this is S$50 for an electronic copy of the Certificate of Incorporation. Processing time is super fast, around 15 minutes. After payment, an online e-notification confirming the registration will be sent. Businesses can also opt to purchase a hard copy of the Certificate of Incorporation for traditional documentation purposes. The hard copy serves as a tangible legal document and can be collected from ACRA’s company registrar's office or delivered to the specified address.

Digital vs. Physical Certificates

In this digital age, businesses can choose between digital or physical certificates, each with different benefits to consider during the company incorporation process.

A digital certificate has:

• Convenience of easy access and storage, no need for physical space
• Quick sharing and verification electronically, facilitating faster transactions
• The scanned signature of the company registrar for extra authenticity

A digital certificate is an efficient choice, particularly for those who prioritise speed and ease of access in their business registration and daily operations.

A physical certificate provides tangible proof of incorporation, often referred to as incorporation certificates. These hard copies serve as a traditional legal document, which some entities may prefer.

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E-notification

After successful registration with ACRA, an e-notification will be sent to the email address provided during business registration. This e-notification is the initial incorporation notification and acts as an unofficial registration certificate. It does not have an official signature but confirms the company’s incorporation status immediately.

Certified copy

For those who need a certified copy, BizFile+ has a convenient process. Log in, select ‘Buy Details,’ and pay S$50 to get a signed digital copy of the incorporation certificate. This copy of the incorporation certificates, which includes other details such as the company’s legal document status and verification, is often required for official purposes.

This copy of the constitutional documents can be downloaded and saved for future reference.

Common Uses of a Certificate of Incorporation

The Certificate of Incorporation is a versatile legal document used in many scenarios. From opening corporate bank accounts in Singapore to securing investment and fulfilling legal and administrative requirements, this is a must-have for any company limited.

Opening a business bank account

Opening a business bank account is one of the most common uses of the incorporation certificate. Banks require this document to verify the business's official registration and legitimacy before setting up or processing the account or loan. The Certificate of Incorporation assures financial institutions that the business is properly registered and legally recognized, facilitating smooth banking operations.

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Securing investors

The Certificate of Incorporation is crucial in attracting investment. Investors rely on this document to confirm the company’s legal status and know that the company is properly registered. A verified incorporation date and registration details help establish the business's credibility.

Legal and administrative purposes

For legal and administrative purposes, the Certificate of Incorporation is required for the following:

• filing taxes
• getting insurance
• registering for local taxes
• filing annual returns
• to confirm the Singapore company is live with a Certificate of Good Standing.

The Certificate of Incorporation provides proof of the company’s legal status and compliance with local regulations. Having a copy ensures that the company can meet various legal requirements and administrative obligations. Additionally, keeping track of the expiry date of certain registrations and licenses is essential to avoid any legal complications.

Verifying a Certificate of Incorporation

Verification of the Certificate of Incorporation is an important step to validate the company’s legality and legitimacy. In the case of e-notification, this can be done through the Companies Registry’s online system ICRIS or ACRA’s product authentication page. By scanning the QR code or entering the authentication number and UEN online, you can verify the certificate. Ensuring the accuracy of this form is crucial for maintaining the company's legal status and credibility.

Summary

In a nutshell, the Certificate of Incorporation is a must-have legal document that marks the birth of a company in Singapore. It contains the company name, registration number, date of incorporation, and business entity type. This certificate is used for many purposes, from proving the company’s existence to facilitating business transactions.

As you start your business journey and prepare to incorporate, understanding the importance of the Certificate of Incorporation is key. Whether you choose a digital certificate or a physical certificate, make sure to verify its authenticity and keep it handy. Verification through e-notification and other means ensures the integrity of your business registration.

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Gabi Bellairs-LombardBusiness Writer

Gabi's passionate about creating content that inspires. Her work history lies in writing compelling website copy and content, and now specialises in product marketing copy. When writing content, Gabi's priority is ensuring that the words impact the readers. As the voice of Osome's products and features, Gabi makes complex business finance and accounting topics easy to understand for small business owners.

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