Singapore Company Registration in 2023: 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 opening a company can be tricky. There's a strict process and a lot of paperwork involved.

Choose the Type of Company That Suits You

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

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

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 too.

A Pte Ltd company has less than 50 shareholders, and its shares are not accessible to the public. Shareholders can be individuals, companies, or a mixture of both.

Sole Proprietorships (SP)

This type of business is one of the most straightforward to register. But it carries the most risk, as its owners are personally liable for the company. This is because, legally, the owner and business are 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.

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 body corporate. Plus, there needs to be a detailed agreement on how profits are divided.

Review and Understand Singapore’s Company Registration Requirements

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

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. If you don’t register with them, you risk a fine or even prison time.

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

Step 1

Get ACRA's approval for your company 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.

Determine Corporate Structure and Collect Supporting Documents

You need to determine the structure of your company. That is, how your business will be governed. ACRA will want this detail before you can register your business.

You also must outline how the relationship between shareholders and the limited company will be conducted.

These facts will be outlined in your Memorandum of Association and Articles of Association. In turn, these documents must abide by the provisions of the Companies Act.

The Memorandum of Association and the Articles of Association have been joined in a single document in recent years. This document is known as the Constitution. You can submit it to ACRA in this format when setting up a company in Singapore.

Most likely, the company structure you need is that of a private limited (Ltd.) company. This is the most popular type of Singapore company. It’s the most advanced structure and the most flexible.

A private limited company means your business is a separate legal entity. You and other members have limited liability if the company fails.

Confirm Availability of Desired Company Name

Your new business needs a name! Get creative or be literal.

The usual restrictions apply: it can’t be identical to an existing private limited company or too similar to an established trademark (like Coca-Cola, for example). You can check your name’s availability on ACRA’s Bizfile+ portal.

The final thing to be aware of is that your business' name cannot be ‘undesirable’. For example, avoid religious connotations or inappropriate language.

Pay particular attention to this if you are from a Western background. Singaporean society is more conservative than what you may be used to. What’s an acceptable company name in London may be unacceptable in Singapore.

Your company's name must be approved before you apply to ACRA. So any confusion over the name will delay the process until it’s resolved.

Sign Incorporation Documents

So now that you have a business name, it’s time to put pen to paper to make things official and open a company in Singapore!

ACRA requires you to provide and sign a few key documents. Namely, the particulars of your company directors and secretary and your Memorandum of Understanding and Association.

Remember, these documents are all legal declarations. Take them seriously and ensure all the information is accurate.

Incorporate a Company and Open Its Bank Account

Time to get going. Once your application is accepted, ACRA will officially incorporate your business. Next up: setting up a business bank account.

The process is similar to incorporating a company you plan to trade overseas or accept foreign currency, you'll need a different bank that meets your specific needs is important.

For instance, if you're planning to trade overseas or accept foreign currency, you'll need a different type of business account. There are multiple choices out there. Don’t settle for the most convenient or first choice.

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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 register a company in Singapore. 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 with confidence.

Shareholders

If you're eager to open a company in Singapore, 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, 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 opening a company 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 corporate 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. It requires various certifications and involves a lot of responsibility.

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.

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

Local Address

In order to operate a business in Singapore, you need a local address. 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 and 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 company in Singapore! Here's what happens next:

• You'll get a Certificate of Incorporation by email from ACRA, the official stamp of your company's registration. 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 be more than S$1 million, you'll need to 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 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 make sure you’re aware of important deadlines throughout your financial year.

How to Open a Company in Singapore as a Foreigner

Advantages of Registering a Company in Singapore

If you're thinking about setting up a business, Singapore could be your perfect launchpad. 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.
• More 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 VC alone.
• Opening a corporate bank account in Singapore is straightforward, 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. If your business is in specific economic sectors, you might even get labour cost subsidies.

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.

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