Planning to set up a company of your own? Singapore is well-regarded as a hub for local, regional, and international business activities, thanks to its comprehensive legal framework, a dynamic talent pool, and an emphasis on ethical corporate governance. If you plan to incorporate a company in Singapore, here is everything you need to know in advance.
Key Requirements for Company Incorporation in Singapore
It is essential to first observe the following key requirements you must fulfil to incorporate your company, whether you are a Singaporean or a representative of a foreign entity.
Business Structure
Choosing the right business structure for your company is key to the incorporation process, as each structure may determine how your business is governed. A private limited company (Pte Ltd) is often the most popular option among foreign investors and entrepreneurs due to its limited liability and tax benefits, though other business structures (such as a sole proprietorship or a limited liability partnership (LLP)) could also be more suitable.
Directorship
A company must have at least one local director, who may be a Singaporean citizen, a Singaporean Permanent Resident, or someone holding an EntrePass (Entrepreneur Pass) or an Employment Pass. You are not limited in the number of directors your company can appoint, but each must be at least 18 years old and not have been declared bankrupt or previously convicted of any misconduct.
Company Secretary
Your company must also appoint a qualified company secretary (who is a Singaporean resident) within six months of its incorporation. Their role is to ensure your company consistently meets regulatory obligations and filings. Note that if your company has only one sole director or shareholder, that person cannot serve as the company secretary.
Shareholders
If you are setting up a private limited company, you may appoint a minimum of 1 and a maximum of 50 shareholders. Shareholders may be local or foreign individuals or legal entities (e.g., other companies), and new shares may be issued or existing shares transferred to another shareholder once the incorporation process is complete.
Registered Local Address
Only a valid local Singapore address can be used as the company’s registered address. It should be either a commercial or residential address (the latter being set up as part of the HDB’s Home Office Scheme) and cannot be a P.O. Box address. Virtual office addresses are allowed, but the virtual office service provider must abide by ACRA’s strict requirements.
The office address must be able to receive correspondence from relevant government agencies. It must also be accessible to the public during normal business hours every business day. Note that it does not need to be the same place where your business activities are conducted (e.g., your office is registered in Toa Payoh, but your factory is located elsewhere in Singapore).
Minimum Paid-up Capital
The minimum paid-up capital for registering a Singapore company is SGD 1, and it may be increased at any time after the company’s incorporation.
Company Constitution
A company constitution is a legal document that defines your company’s rules that cover its general governance, including the company’s structure, the responsibilities of directors, and share transfer procedures, among other things. You are allowed to submit either a customised constitution or adopt a model constitution.
Foreign Applications
It is important to note that foreigners cannot self-register their company in Singapore and should engage a registered corporate service provider (CSP) to do so. This ruling applies to “all business structures.”
A Step-by-Step Guide to Company Incorporation in Singapore
Company incorporation typically takes a few days and can be completed via Bizfile+ (for Singaporeans) or through a CSP. Here is a handy step-by-step guide to help you understand the incorporation process.
Step 1: Choose a Company Name
You should prepare a suitable, unique company name that is approved by ACRA. It should not use vulgar language and should not be identical to, or too similar to, an existing reserved name, company name, or government agency name. ACRA has online tools you can use to search for “identical or reserved names.”
The name application costs SGD 15 and is typically approved within minutes of payment, provided your company name is available. The approved company name is reserved for 120 days from the date of application, and expires if you do not complete the incorporation process within this timeframe.
Step 2: Prepare Your Submission
You will also need to prepare the relevant documents to be submitted to ACRA and any other relevant government agencies. These may include:
- The particulars of all directors and shareholders.
- The details of the appointed company secretary.
- The company constitution.
- The registered address.
- Work visa ownership (i.e., Employment Pass (EP), EntrePass).
- A letter of consent from the Ministry of Manpower for foreign individuals wishing to incorporate a company in Singapore (if applicable).
- Additional documents, where necessary.
For incorporations via Bizfile+, the registration fee is SGD 300. Once payment is received, your application will undergo a comprehensive review by the relevant bodies (such as ACRA) before approval. Ensure that all your documents are in order beforehand to minimise the risk of delays or penalties.
Step 3: Receive Confirmation
If everything is in order, your company incorporation will be approved. You will be notified via email, and you can then print a copy of your official Certificate of Incorporation (purchasable via BizFile+ for SGD 50) and your business profile from Bizfile+. These documents will be needed for various purposes, such as opening your company’s corporate bank account.
Step 4: Open a Corporate Bank Account
A corporate bank account helps you efficiently manage your company’s finances and cash flow, while facilitating various financial transactions to support your company’s growth. Your application will also require the submission of various documents, including certified true copies of your company’s business profile, constitution, and Certificate of Incorporation.
Step 5: Additional Setup
You may also need to do the following to maintain regulatory compliance:
- Set up statutory registers for recording company transactions and other key details that may be inspected from time to time.
- Acquire business licences to provide specific products or services.
- Provide CPF contributions for employees.
- Ensure foreign workers receive valid work passes.
- File taxes annually with the Inland Revenue Authority of Singapore (IRAS).
What to Consider When Choosing a Company Incorporation Package
If you plan to engage a CSP to assist with your company incorporation, be sure they can provide the necessary services to facilitate it and avoid costly delays. It may help to look for the following criteria:
- Can they provide a licensed company secretary?
- What types of services do they provide? Can they assist you with specific requirements?
- How responsive are they to your queries? Do they provide satisfactory answers that address your concerns?
- What do prior clients say about their services? What is their reputation like?
- What is their pricing structure? Might they charge hidden fees for specific services?
- Do they leverage technology to facilitate your company’s incorporation?
- Do they provide bundled services at competitive rates?
- Do they provide ongoing support after the incorporation process?
If you are in need of company incorporation services, look no further than My Office to assist you. Review our available packages or speak to our team to find out more!
Frequently Asked Questions (FAQs)
How long does company incorporation take?
It usually takes a few days for the company incorporation process to complete if your documents are in order.
Can I appoint a foreign director for company incorporation?
Yes, as long as you have already appointed a local director who is a Singaporean citizen, a permanent resident, or a resident Employment Pass holder.
How soon can I begin operations after incorporating?
Once you receive confirmation that your company has been incorporated, you may begin operations post-haste. Be sure you abide by compliance standards and government regulations to avoid being penalised.
How much does a company incorporation package cost?
Company incorporation packages may vary in cost depending on the types of services provided as part of the package. For example, My Office’s Biz Standard package for local entrepreneurs costs SGD 628 and covers company name application, preparation of the company constitution, and a year’s worth of company secretarial services, among other things.
