Singapore Company Registration in 2024: The Complete Guide

The Step-by-Step Guide on How To Set Up a Company in Singapore

Singapore is a fantastic place to start a business— but registering a company can be tricky. There's a strict process and a lot of paperwork involved.

1 Choose the type of company that suits you

When setting up your company, you need to choose the type of company structure that best suits your needs. There are many different types, each with its own benefits. But you must consider it carefully, as it will dictate how your business is governed.

The ACRA will also need this information before you can register your company.

1. Private Limited Companies (Pte Ltd)

A private limited company (Pte Ltd) is the most common type of company to open in Singapore. It's also the most scalable and flexible.

A Pte Ltd company has less than 50 shareholders, and its shares are inaccessible to the public. Shareholders can be individuals, companies, or a mixture of both.

2. Sole Proprietorships (SP)

This type is a straightforward Singapore company to register. But it carries the most risk, as its owners are personally liable for the company's constitution. This is because the owner and business are legally seen as one entity.

The owner's personal assets are not protected from the company's liabilities. This means if your business cannot pay its debts, creditors can go after your personal and business assets.

There are also limitations around who can open an SP company. Only Singapore citizens, permanent residents, and foreigners with a Dependent's Pass, Overseas Network & Expertise (ONE) Pass, or Letter of Consent can register an SP business.

We'd always recommend seeking advice before setting up a sole proprietorship.

3. Limited Liability Partnerships (LLP)

An LLP combines features of companies and partnerships. It allows a company to operate and function as a partnership while giving it the status of a separate legal entity from its partners. It's usually used by businesses such as attorneys and architects, where two or more partners want to form a practice.

The company can operate more like a partnership but get the same benefits as a Pte Ltd business, such as legal protection against liabilities.

Profits are taxed at partners' personal income tax rates if the partner is an individual. And at corporate tax rates if the partner is a corporate body. Plus, there needs to be a detailed agreement on how profits are divided.

2 Review and understand Singapore's company registration requirements

Before registering a business, we'd recommend taking some time to plan thoroughly.

Every limited company that opens in Singapore must register with The Accounting and Corporate Regulatory Authority (ACRA). They are the national regulator of Singapore's Companies Act. You risk a fine or even prison time if you don't register with them (and it's kinda hard to run a business from a prison cell).

Your application must also adhere to ACRA's processes. Broadly speaking, the Singapore company registration follows these steps:

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Step 1

Get ACRA's approval for your company's registered address and name

Step 2

Prepare documents to set up a Singapore private limited company

Step 3

Submit your application to ACRA. This can take time. But by planning ahead, you can speed up the company registration process and avoid delays.

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What Is Needed To Register a Company in Singapore?

This vibrant city-state offers numerous opportunities for entrepreneurs. To kickstart your venture, it's essential to understand what's needed to form a Singapore company. This guide will walk you through the key requirements. By the end, you'll clearly understand the steps involved, helping you embark on your business journey confidently.

Shareholders

If you're eager to open a Singapore company, it's important to understand the role of shareholders in the registration process. You'll need a minimum of one shareholder, while private companies can have up to 50.

ACRA mandates the inclusion of a Memorandum of Association in any Singapore company, which outlines crucial details such as share capital amounts and equity distribution.

Following a specific structure for this document is highly recommended to prevent complications later. ACRA even provides a model structure on their website, which you can use as a template to streamline and expedite the registration process.

Director

Singaporean law requires at least one company director to reside there. That person can be a foreign national or a Singaporean citizen. As long as the business director legally resides in Singapore, they can help you fulfil this requirement.

Of course, if you are planning to relocate to Singapore full-time legally, you can do it all yourself. Otherwise, if you don't have a resident director, you can use what's known as a nominee director.

Initial paid-up capital

The financial barrier to entry for company formation in Singapore is low. The initial capital required is S$1. Later on, you can inject more funds into the business. But be sure to notify the authorities when this happens.

It's also legal to issue shares without first receiving money from shareholders. Just ensure these amounts are paid in. Or simply wait until you have the capital before issuing shares.

Company Secretary

Every business must appoint a company secretary residing in Singapore. The company secretary keeps your business compliant with regulations and tax filings. It's an essential aspect of successfully doing business in Singapore.

A corporate secretary is responsible for all necessary documents required by law. For example, your company secretary is responsible for:

• Issuing company resolutions
• Managing regulatory filings
• Maintaining company books

The appointment of your company secretary is serious! This is a legal requirement; the role is critical to your business, and Singapore companies cannot operate without one. It requires various certifications and involves many responsibilities.

A common route for many businesses to take is to use a company secretarial service. Your secretary will track deadlines, keep documents in order, and ensure you stay compliant so that you don't have to worry about this aspect of your business.

These services are particularly useful for foreign entrepreneurs. A secretarial service will flatten the learning curve of running a Singapore company. Th corporate secretarial firm will keep you compliant without running the admin yourself.

Local address

To operate a business in Singapore, you need a local address. That makes sense, right? ACRA has set requirements on what sort of company address is needed.

Your private limited company must have a registered address in Singapore. It cannot be a P.O. box; all your statutory documents should be kept at this address.

If you don't want an office space or aren't resident in Singapore, your nominee director's address can be submitted. You can keep all your relevant documents at this address, too. This is perfectly acceptable to ACRA; you don't need a premise if you don't want one.

What Happens After Opening a Company?

Congrats on incorporating your Singapore company! Here's what happens next:

• You'll get a Certificate of Incorporation by email from ACRA, the official stamp of your company's registration and recognition from the Singapore government. It includes your unique business registration number. Want a hard copy? Simply request one online from ACRA for only S$50.
• ACRA will also send your Business Profile(or "Bizfile"). Think of it as your company's ID card.
• Next, it's time to open your corporate bank account. We've got a handy guide on how to do this in Singapore.
• Depending on what your business does, you might need to apply for certain licenses. Get this done post-registration and pre-business kick-off.

If you expect your annual turnover to exceed S$1 million, you must register for Goods & Services Tax (GST). If you're expecting less than that, you can skip this step. Remember, GST is the same as VAT in many other countries.

Ongoing Formalities & Filing Requirements

Once you have officially incorporated your Singapore business, the Companies Act requires specific annual filing requirements to be made. See here for what you need to know about annual tax filing in Singapore.

If you're not Singaporean and you want a hassle-free experience, you might want to consider hiring a professional company secretary.. like us! We'll also ensure you know important deadlines throughout your financial year.

How To Open a Company in Singapore as a Foreigner

How Long Does It Take To Register a Company in Singapore?

The time it takes to register a company in Singapore is remarkably swift and efficient. In most cases, you can complete the entire registration process within a matter of hours or days. Singapore's user-friendly online registration system has streamlined the procedure, allowing entrepreneurs to navigate through the necessary steps swiftly.

Factors influencing the exact duration include the type of business entity you're registering and whether all required documents are readily available. Overall, the efficiency of the Singapore company registration process is a testament to its commitment to fostering a conducive environment for businesses to thrive.

What Is The Cost of Company Registration in Singapore?

The cost of registering a company in Singapore can vary depending on several factors. Here are some key cost considerations:

1. Business structure: The type of business entity you choose to register, such as a sole proprietorship, partnership, limited liability partnership (LLP), or private limited company, will impact the registration fees.
2. Government fees: Singapore imposes registration fees for different business structures. For instance, registering a private limited company could cost around S$315. Additional fees might apply for business name reservation and other services.
3. Professional services: If you engage the services of a corporate service provider or a professional firm to assist with the registration process, there will be associated service fees.
4. Office space: While not a direct registration cost, you may need to consider the expenses of securing office space, which can vary widely based on location and type.
5. Miscellaneous costs: These could include fees for necessary licenses and permits, compliance requirements, and ongoing business expenses like accounting and auditing.

It's crucial to review the latest fee schedules and regulations with the relevant authorities or consult a professional service provider to get an accurate estimate of the total cost of company registration in Singapore. Costs can change over time, so staying updated on the latest requirements and fees is essential for accurate financial planning.

Advantages of Registering a Company in Singapore

Singapore could be your perfect launchpad if you're considering setting up a business. It offers a business-friendly environment and a wealth of benefits. Registering a company in this dynamic, innovation-driven city-state comes with many benefits for you to turn your entrepreneurial dreams into reality.

Tax benefits – The Delaware of Asia

Thinking about setting up a company? Singapore's attractive tax benefits might just seal the deal. Here's the lowdown:

• Tax-exempt profits: From YA 2020, 75% of the first S$100,000 of profits for the first three years of your company's life are tax-free. Check out our quick guide to Singapore's Corporate Tax System for more details.
• Zero tax: Shareholders can enjoy 0% tax on dividends and capital gains.
• Double taxation avoidance: Singapore has agreements with over 50 countries, including global economic powerhouses, that business owners don't have to pay taxes on the same income in both Singapore and another foreign country.
• Attractive tax reductions: Incorporating a company lets you create employee benefits programs that can be classified as business expenses, reducing taxable income.
• Singapore's stable jurisdiction and robust financial infrastructure make it easy to access capital, spurring a vibrant start-up scene. In 2016, US$3.5 billion was invested in private equity and venture capital alone.
• Straightforward corporate bank account opening, especially with help from service providers like Osome. Plus, local banks offer great Letters of Credit support for international trading.

Entrepreneur-friendly government policies

Singapore isn't just a hub for venture capital; it's also got a government that loves innovation and entrepreneurship. They offer a range of grants, tax incentives, and assistance schemes. You might even get labour cost subsidies if your business is in specific economic sectors.

The Productivity Solutions Grant (PSG) is a great example. It helps cut the cost of digitising your business. You could even score up to 70% off your yearly accounting fees if you're eligible. Overall, Singapore is a pretty great place for entrepreneurs.

The Gateway to Asia

Singapore, fondly called 'Asia Lite' by expats, is a fantastic place to open a company. It's a vibrant international hub where East meets West, and it's rated the #1 city in Asia for quality of life.

As a key logistics hub, Singapore boasts the efficient, award-winning Changi International Airport, making regional business a breeze. With more than 400 direct flights, key markets like Indonesia, Malaysia, and the Philippines are just a hop away.

Plus, Singaporean companies have a great reputation in the region. This positive image can boost your relationships with customers, suppliers, and investors while opening doors to new business partnerships.

Easy company registration process

Starting a company in Singapore is seamless. With its minimal requirements, it's one of the easiest places globally to kickstart a business, even bagging the #2 spot in the World Bank's Doing Business rankings.

Melissa YeoBusiness Writer

Melissa's unique storytelling expertise makes a difference for small business owners and entrepreneurs. Her background in content and social media spans eight years in various industries, including publishing, e-commerce and marketing. At Osome, she makes everything about running a business less intimidating. From specific accounting and bookkeeping advice to insights for company growth, Melissa's articles help you to take the next step on your entrepreneurship journey.

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