Best Guide to Company Registration in Singapore From Malaysia

To successfully register a company in Singapore, understanding the intricacies of the process is crucial.

All companies must register under the Companies Act and comply with its regulations.

The initial steps include:

1. Securing approval from the Accounting and Corporate Regulatory Authority (ACRA) for the company’s name and registered address.
2. Preparing necessary documentation.
3. Submitting an application using Singapore's online portal.

Planning ahead and carefully navigating each step can help avoid delays when registering for a Singapore company.

Key requirements

Fulfilling the key requirements is crucial for successfully registering a company in Singapore. Every Singapore company must have a minimum of one shareholder but no more than 50 shareholders. Shareholders can be individuals, companies, or a mix of both, providing flexibility in company ownership.

Additionally, the company must have at least one director who is a Singapore citizen, permanent resident or holds an employment pass. The local resident director must be over 18 years old, ensuring responsible management. The initial paid-up capital required for company formation is as low as S$1, making it accessible for small business owners forming a new company without prior experience.

Choosing a business structure

Your business structure can significantly impact the company’s operations, liability, and tax obligations. In Singapore, entrepreneurs can choose from a Private Limited Company (Pte Ltd), a Limited Liability Partnership (LLP), and a Sole Proprietorship. A private limited company and a limited liability partnership company function as a separate legal entity and provide additional protection against each shareholder's personal finances. A sole proprietorship comes with unlimited liability, posing higher risks against a business owner's assets.

Private Limited Company (Pte Ltd)

The Private Limited Company (Pte Ltd) is Singapore's most popular business structure, providing additional protection for its shareholders, as the company operates as a separate legal entity, protecting their personal assets in case of business debts and liabilities.

This structure also enhances credibility with banks and investors, making raising capital and growing the business easier. Most Pte Ltds need to have a separate bank account for business purposes.

The Accounting and Corporate Regulatory Authority (ACRA) governs the registration of companies in Singapore, ensuring compliance with the Companies Act. The required documents for incorporation include the directors' particulars, company secretary, and the company constitution. Entrepreneurs can submit applications for both the new business and incorporation in one step or as two separate steps via their company business profile.

Using ACRA’s services ensures that the registration process is conducted in accordance with Singapore company law, minimising the risk of errors and ensuring a smooth transition from application to incorporation.

This section will explore the use of the BizFile+ online submission platform, the process of getting company name approval, and the typical processing time for registration.

BizFile+ online submission

BizFile+ is Singapore’s online portal for company registration, offering an efficient and user-friendly process. Entrepreneurs can log in with their Singpass account to submit applications electronically via their company business profile. Access to BizFile+ is restricted to individuals with a Singpass, ensuring secure transactions with government agencies. This digital approach allows for quick and convenient submission of necessary documents.

Company name approval

Before applying for company registration, the proposed company name must receive approval from ACRA. The name must be unique and not identical to existing companies or too similar to registered trademarks.

Potential business owners can use an online tool provided by ACRA to verify the availability of their desired company name. The approval process is typically swift, often taking less than an hour.

Several post-incorporation steps are crucial for ongoing compliance and smooth operations for your new Singapore business. Companies must file annual returns and meet legal obligations such as GST registration if their revenue exceeds S$1 million. Understanding the submission deadlines for annual returns and regular updates to statutory documents are vital for maintaining good standing with regulatory authorities.

Creating a detailed business profile, fulfilling annual filing requirements, and managing tasks like accounting and bookkeeping are essential post-incorporation activities. Consultants typically help manage these services, ensuring that newly registered companies remain compliant and focused on growth.

This section will cover the steps of opening a corporate bank account, obtaining necessary business licenses and permits, and appointing a company secretary.

Opening a corporate bank account

Opening a corporate bank account is an essential step after registering a company in Singapore. This account is crucial for facilitating business activities, managing finances, and ensuring smooth transactions for your new business entity.

Companies planning to trade overseas or accept foreign currency will need a business account that caters to specific needs.

Obtaining business licenses and permits

Certain business activities in Singapore require specific licenses and permits issued by government agencies. Obtaining the right licenses is crucial for legal compliance and smooth operation. The application process typically involves submitting the required documents to the relevant authority and waiting for approval.

Ensuring that you have all necessary permissions in place can prevent legal issues and facilitate uninterrupted business activities.

Appointing a company secretary

Appointing a company secretary is a legal requirement within six months of incorporation. The company secretary holds a fiduciary duty to keep directors and shareholders informed about annual filings and annual general meetings (AGMs).

Corporate secretarial firms offer essential services to ensure compliance with regulatory requirements, making them indispensable for newly incorporated companies. Engaging a qualified company secretary or firm can significantly ease the burden of statutory maintenance and document preparation.

Generally, entrepreneurs from Malaysia will find the Singapore company incorporation process hassle-free. Foreigners can own 100% of the shares and complete the incorporation process online. However, a critical requirement is appointing a local director, who must be a Singapore citizen, permanent resident, or an Employment Pass holder. Understanding these specific business regulations is essential for compliance and smooth operation.

Foreign companies can choose from various business structures depending on their goals, including Private Limited Companies, Limited Liability Partnerships, and Sole Proprietorships. The need for a local director can be met through nominee director services if the foreign entrepreneurs do not have one.

This section will delve into the specifics of Employment Pass and EntrePass, nominee director services, and setting up a representative office or branch office.

Employment Pass and EntrePass

The Employment Pass (EP) allows foreign professionals to work in Singapore upon meeting certain criteria and conditions. While EP holders can own shares in the companies they register, they cannot serve as the local director unless they are citizens or permanent residents. Obtaining an EP requires the company to be incorporated as a private limited company in Singapore.

The EntrePass is specifically designed for any foreign company starting a business that is venture-backed or driven by innovative technology. A foreign company applying for the EntrePass must be less than six months old and meet the Ministry of Manpower’s (MOM) innovative criteria. This pass focuses on establishing innovative businesses, offering a unique path for foreign entities to become Singapore companies.

Nominee director services

Nominee director services are available to help a company in Singapore comply with regulatory requirements since every new company must have at least one local director. These services allow foreign business owners to appoint Singapore citizens to serve as local directors. Contracts can be signed to limit the nominee director’s involvement, ensuring that the foreign owner retains control over the company.

Setting up a representative office or branch office

A representative office in Singapore cannot engage in profit-making activities but serves as a low-risk entry strategy for long-term investment. However, the representative office can conduct market research and facilitate meetings with minimal compliance requirements. If the parent company is dissolved, the representative office will be de-registered and will no longer be recognised.

A branch office acts as an extension of a foreign parent company and is legally accountable for its activities. Foreign businesses frequently choose to establish a branch office in order to do business in Singapore. This option is often seen as beneficial for their operations. The parent company is liable for the branch’s actions and debts, and at least one ordinarily resident Singaporean must be hired.

Finally, you can set up a subsidiary company. Unlike the branch office, a subsidiary company is majority-owned by the parent company company but operates independently. It can offer completely different services compared to the parent company.

Registering a Singapore company can be challenging, particularly for Malaysian entrepreneurs. Understanding the diverse regulations involved is crucial to avoid delays and compliance issues. Engaging professional guidance can significantly aid in overcoming these hurdles so you can successfully register a company in Singapore.

Challenges often arise from managing documentation and staying compliant with evolving legal obligations. Efficient record-keeping systems are essential for the timely submission of necessary documents and compliance with reporting deadlines.

Registering for the Central Provident Fund (CPF) and the Skills Development Levy (SDL) once you start hiring employees is also necessary. This section will explore strategies for navigating regulatory requirements, managing documentation, and ensuring compliance.