A Complete Guide on How to Register a Company in Singapore From the UK

Before delving into specifics, grasping the company incorporation process is essential. Singapore’s business environment, with its stable economy and supportive government, simplifies the registration process. However, understanding the various business types and key requirements is necessary for smooth navigation.

Types of business structures

In Singapore, businesses can choose from various structures, such as private limited companies, sole proprietorships, and limited liability partnerships. A private limited company is the most common structure, allowing up to 50 shareholders, providing liability protection, and operating as a separate legal entity, which is attractive for a new business. This means the company’s debts and liabilities are separate from the assets of its shareholders, making it an attractive option for many entrepreneurs.

Other business types include sole proprietorships and limited liability partnerships (LLPs). A sole proprietorship is the simplest form of business structure, where one individual owns and operates the business, assuming unlimited liability, unlike a private limited company, which offers liability protection.

Upon successful registration, Singapore companies receive a Certificate of Incorporation, which can also be purchased from ACRA, and a business file (‘Bizfile’). Every Singapore company must comply with the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS) to maintain its registration. Adhering to these legal and regulatory obligations is crucial for ongoing compliance and smooth business operations.

Singapore companies must also adhere to specific ongoing compliance obligations, primarily involving regular filings with ACRA and IRAS. This includes holding Annual General Meetings (AGMs), filing Annual Returns, and preparing annual financial statements and tax returns.

Let’s explore the key post-registration steps in detail.

Opening a corporate bank account

After incorporation, opening a corporate bank account is essential for managing finances, paying expenses, and receiving payments for a newly registered company, and corporate service providers can assist in selecting the best bank for your business. You will need the Certificate of Incorporation and Bizfile. While a Certificate of Incorporation is often required, it's not always mandatory to open a corporate bank account in Hong Kong. The specific requirements can vary depending on the bank.

A corporate bank account enhances business credibility and helps maintain clear financial records. Choose a bank account with a bank that's tailored to your business entity's needs to ensure smooth financial operations.

Registering for GST

GST registration is mandatory if taxable turnover for the last four quarters exceeds S$1 million. Businesses can voluntarily register for GST even if turnover is below S$1 million but should evaluate the cost-benefit of doing so. If your company does not make local taxable sales and supplies, it is advisable to refrain from voluntarily registering for GST. Submit the GST registration application online via the IRAS portal, including supporting documents.

Registering for GST allows businesses to charge GST on goods and services, providing additional revenue. It also enables the business to claim GST incurred on purchases, reducing overall expenses.

Timely GST registration is crucial for compliance and effective financial management.

Singapore offers various long-term visa options for foreign entrepreneurs, allowing them to establish and operate businesses in the country. These entrepreneurs can choose from the Employment Pass and the Entrepreneur Pass (EntrePass), each catering to different business needs and profiles.

These visa options provide the legal framework for these entrepreneurs to operate their businesses effectively within Singapore’s dynamic economic environment. Understanding the requirements and benefits of each visa type is essential for making an informed decision.

Let’s explore the details of these visa options.

Employment Pass

The Employment Pass is designed for foreign professionals, managers, and executives who wish to work in Singapore. To qualify for the EP, applicants must have a job offer from a Singapore-registered company, meet the minimum salary requirement (starting from S$6,000 per month, progressively increasing based on age and experience), and must fulfil the requirements of the Complementarity Assessment Framework (COMPASS).

The Employment Pass provides a straightforward pathway for foreign professionals to work and live in Singapore. It also offers the flexibility to bring family members, making it an attractive option for those looking to relocate. Meeting all eligibility criteria is key to a successful application.

Entrepreneur Pass (EntrePass)

The EntrePass is specifically designed for entrepreneurs from abroad looking to start and operate a business entity in Singapore. To qualify for the EntrePass, applicants must provide a viable business plan and demonstrate relevant experience or qualifications. This visa is targeted at entrepreneurs with innovative business ideas or venture-backed enterprises.

The EntrePass provides an option to relocate the family to Singapore only after the first year of holding the pass and upon fulfilment of requirements such as annual total business spend, the raising of capital, etc. This makes it an attractive option for entrepreneurs looking to establish a long-term presence in Singapore.

Ongoing compliance involves regular filings with ACRA and IRAS, holding AGMs, and submitting annual financial statements and tax returns. Adherence to these requirements is crucial for maintaining good standing and avoiding penalties.

After registering a Singapore company, it is essential to ensure compliance with various regulatory requirements. This includes appointing a company secretary within six months of incorporation who will help manage compliance and documentation. Companies must also file their Estimated Chargeable Income with IRAS within three months of their financial year’s end.

Annual filing requirements

Companies in Singapore must submit their Annual Return to ACRA within 30 days of holding their Annual General Meeting (AGM). The Annual Return includes key information such as the company name, registration number, principal activities, and details of directors and shareholders. The process of annual filing takes place 7 months from the close of the financial year-end. Certain small companies are exempt from attaching financial statements to their Annual Return if they meet specific criteria.

Since 2014, financial statements must be filed in XBRL format, which is required by the Singapore government for enhanced financial reporting. Failure to hold an AGM can result in fines for both the company and its directors under the Singapore Companies Act.

Timely and accurate filings are essential for compliance and avoiding additional fees.

Role of a qualified company secretary

A qualified company secretary is essential for ensuring that a company meets its compliance obligations and properly manages necessary documentation. The company secretary plays a crucial role in managing compliance and ensuring regulatory adherence for the business. A registered company must appoint this secretary within six months of incorporation.

The company secretary is responsible for maintaining official documents, conducting meetings, and ensuring statutory compliance. This includes preparing and submitting filings to ACRA and IRAS, helping to avoid penalties for non-compliance.

Registering a company in Singapore offers numerous advantages, making it an attractive option for UK entrepreneurs. Singapore is renowned for its stable economy and favourable business environment, providing a secure foundation for company growth. The ease of incorporation and the strong legal framework enhance credibility and trust among clients and partners, further boosting business prospects.

Additionally, incorporating a Singapore business provides benefits such as liability protection, allowing owners to separate personal assets from business obligations. This legal structure helps mitigate risks, making it easier to attract investors and secure financing, as it operates as a separate legal entity.

Let’s explore some specific advantages in more detail.

Tax benefits and incentives

One of the major advantages of registering a Singapore company is the attractive tax benefits and incentives. New startups can benefit from a start-up tax exemption scheme (SUTE), offering significant reductions on chargeable income for the first three years. If the company does not qualify for the SUTE, IRAS will automatically give the company a partial tax exemption (PTE).

Moreover, Singapore offers a low corporate tax rate of 17%, with the potential for even lower effective rates through various tax incentives, making it highly attractive for foreign companies and a subsidiary company setting up operations. These tax incentives help reduce business expenses and increase profitability, making Singapore an ideal location for growth and expansion.

Supportive government policies

The Singaporean government offers a variety of supportive policies, such as the Productivity Solutions Grant, aimed at fostering entrepreneurship, setting up a branch office, and expanding business in Singapore. The Enterprise Financing Scheme provides substantial trade financing options to businesses, facilitating access to loans for operational and expansion needs. These financing options enable businesses to effectively manage cash flow and invest in growth initiatives.

Such supportive policies create a conducive environment for businesses to thrive. The combination of robust financial infrastructure and government support makes Singapore an attractive destination for entrepreneurs looking to establish and grow their businesses.

Strategic location and connectivity

Singapore’s geographic position serves as a gateway to Asia, enhancing trade opportunities and connectivity with major global markets. The country’s advanced infrastructure, including a world-class port and airport, facilitates efficient logistics and transport for businesses. This strategic location allows businesses to access a wide range of regional markets within a six-hour flight.

The financial infrastructure in Singapore further supports business operations, making it an ideal hub for international trading and business activities. These strategic advantages enable businesses to expand their reach and tap into new markets, driving growth and profitability.