When starting a new business, mandatory legalities must be in place. One of these requirements is the Certificate of Incorporation (COI), which is obtained when registering a new company in Singapore. It is more than mere paperwork, as a Certificate of Incorporation is one of the first official documents you will receive as a business owner. This document confirms that your business has been legally formed, and recognised by the Accounting and Corporate Regulatory Authority (ACRA).
Whether you are a local entrepreneur or a foreign investor, the Certificate of Incorporation is your company’s proof of legitimacy and right to operate in Singapore.
What is a Certificate of Incorporation?
It is helpful to think of the Certificate of Incorporation as the birth certificate of your company. Without this official document, your business does not legally exist in Singapore. Once a Certificate of Incorporation is issued by the Accounting and Corporate Regulatory Authority of Singapore (ACRA), it confirms your company has been registered under the Companies Act 1967, and is officially recognised as a business entity.
Once your company exists as a separate legal entity, this means it can:
- Enter into contracts
- Apply for licenses and permits
- Open bank accounts
- Hire employees
- Own property and assets
Without the Certificate of Incorporation providing proof of your company’s existence, it does not have the legal identity or ability to operate in Singapore.
Important note: A Certificate of Incorporation (COI) is not immediately issued when you register a company in Singapore. ACRA initially issues a free e-notification of incorporation, so if you require an official certificate, it can be purchased via ACRA’s BizFile+ portal.
Key Details Included in a Certificate of Incorporation
You will find the following details on the standard certificate:
- Company Name
- Unique Entity Number (UEN)
- Date of Incorporation
- Business Entity Type
The above details make up your company’s legal identity and should be accurate at all times. Any necessary changes should be reported to the ACRA.
Why the Certificate of Incorporation is Important
Your Certificate of Incorporation is more than a formality, as it is required to carry out the following business activities:
Opening corporate bank accounts
Banks in Singapore are under strict anti-money laundering laws (AML), and they need to verify that your business is legally registered before you can register a bank account.
Access to Financing
A Certificate of Incorporation is necessary for obtaining bank loans, securing equity investment, and applying for government funding or grants. Banks will not extend credit to unregistered businesses, private equity firms will not invest in companies that are not legally recognised, and applications for schemes and grants require a Certificate of Incorporation to prove eligibility.
Signing commercial contracts
When your company has been registered under the Companies Act, it becomes a legally-incorporated entity. It is recognised as a valid party that possesses legal capacity to enter into binding contracts, and a Certificate of Incorporation enables your business to sign contracts in its name.
Applying for work passes
If you employ non-Singaporean employees, you need a COI to prove to the Ministry of Manpower (MOM) that your company is a legally incorporated business.
GST registration
If the annual turnover of your business is more than S$1 million a year, Goods and Services Tax (GST) registration is mandatory with the Inland Revenue Authority of Singapore (IRAS). The IRAS may require the COI as proof that your company is a legally registered business.
How to Obtain a Certificate of Incorporation in Singapore
Reserve the Name of Your Company
Before applying for a certificate of incorporation, you must ensure that your company name is available and complies with ACRA’s naming guidelines.
Appoint Company Officers
You need to appoint at least one company director, who is an ordinarily resident, along with a company secretary who must be appointed within six months of incorporation.
Prepare the Required Documents
Prepare the necessary documents, including the company’s constitution (previously known as the Memorandum and Articles of Association), director and shareholder information, and the registered office address.
Engage the Services of a Registered Filing Agent (RFA)
It is possible to apply for a COI on your own if you are a Singapore resident with Singpass, but it is recommended to engage the services of a Registered Filing Agent (RFA). RFAs are approved by the ACRA to handle the entire registration process.
Submit Your Application
Your RFA will help you prepare and submit your application via ACRA’s online portal. The application includes the company name, share capital details, particulars of the directors and shareholders, along with the company’s registered address.
Pay the Registration Fees
You must pay the necessary fees for name reservation, company incorporation, and other services. The fee amount ultimately depends on the company type and the level of services required.
Wait for Approval from the ACRA
The ACRA will review your application, and if all requirements are met, the Certificate of Incorporation will be issued electronically in one to three business days. If your application needs to be sent for further review, the application process could take 14 days to two months.
Setting up a new business is a promising and rewarding endeavour. With a solid understanding of the incorporation process, your company is ready for success in Singapore. At My Office, we understand how busy you are, and we will take the burden of paperwork off your shoulders with our company incorporation service so that you can focus on your company’s growth.
