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Private Limited Company Singapore: A Comprehensive Registration Guide

Last modified: August 7, 2017
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If you are registering a private limited company Singapore, you need to apply to ACRA (Accounting and Corporate Regulatory Authority). ACRA also acts in the capacity of the Company Registrar. The process is strictly carried out as per the provisions of the Companies Act of Singapore.
We provide advice and assistance to the business owners for their company registration Singapore. Following are a few choices open to you to register your business in Singapore.

Business Structures in Singapore

  • Private Limited Company (Pte Ltd)
  • Sole Proprietorship
  • Limited Liability Partnership

The registration of a private limited company Singapore is most favored by the business owners because it is considered as the local company. In this capacity, it is eligible to receive all the benefits awarded by the government authorities.
Most importantly, a Pte Ltd Singapore limits the liability of the shareholders if it accumulates debts or losses because of its business activities. They are only liable to the amount they have invested in the shares of the company.

What is a Pte Ltd Singapore?

The business owners prefer incorporating a company in Singapore because by law,

  • It is a legal person.
  • It has a separate legal identity from its owners i.e. shareholders.
  • It can buy or sell real estate and property for its use.
  • It is responsible for its debt and losses. It leaves shareholders assets unaffected.
  • It can, if the need arises, sue or be sued by others.
  • It pays its taxes.

Singapore is a prime business destination for the business-minded individuals from all over the world. Many of them are surprised because the process for company registration Singapore is not at all tough when compared to the one followed in other jurisdictions. The tips concerning, “How to set up a company in Singapore?” are as follows.

Key Requirements of Company Registration Singapore

You need to fulfill a few pre-registration requirements;

  • At least one shareholder
  • At least one local director
  • At least one company secretary
  • At least S$1 in initial paid-up share capital
  • Registered office address (P.O. Box address is not valid)

 

Process for Company Registration Singapore

For all purposes, the task of setting up a private limited company in Singapore is easily said than done. However, our experts providing incorporation services to you are capable of simplifying it for you. Along with the application to register a private limited company Singapore, you need to submit various documents. They are as follows:

Documentry requirement for Starting a Company in Singapore

Name of the Proposed Company

Choosing a proper name for the new company is a serious matter in the eyes of Singapore authorities. You need to provide us with a list of 3-6 names. We check for the name availability and register one of them for 60 days. As per the ACRA’s recommendations, the name should not be vulgar, indecent, copied, or black-listed. Since the modern businesses depend so much on their internet presence, you must also ensure that it is available to you for the purpose of creating your website.

Describing Your Business Activities

You need to describe the business activities your proposed company will engage in. Singapore has assigned codes for all such activities. We assist you in determining the appropriate code from the Singapore Standard Industrial Classification Code (SSIC) 2010 list.

Shareholding in Your Company

When a Pte Ltd Singapore is formed, its founder members are issued with shares. Later on, it can raise more capital by issuing more shares. The initial paid-up share capital of S$1 is not enough to start its business activities.

Shareholders Agreement

A private limited company in Singapore can have 1-50 shareholders. That is why it must have shareholders agreement in order to protect the interests of all concerned. The document details the relationship between shareholders. It also provides information on their rights and obligations.

Shareholders’ Details

At least an individual or a corporate shareholder is required for incorporating a company in Singapore. A shareholder can also be the director of Singapore company and can lead its business activities. One of the important USP of company registration Singapore is that even a foreigner can have 100% shareholding in the company.

Directors’ Details

One of the key pre-incorporation requirement is that a Singapore company must have at least one ordinarily resident director. There is no limit on the number of directors a company can employ. Singapore citizens, Permanent Residents, and Employment Pass or Entrepreneur pass holders are eligible to hold this job. However, as per the requirement, they need to be ordinarily resident in Singapore.

Registered Singapore Office Address

Singapore officials need a company address in Singapore. All their communication is directed to this address. It also the place where company’s documents and registers are kept. The officials may visit this address to go through the company records. It needs to be a physical address. A P.O. Box address is not valid for this purpose.
The business owners can use their residential addresses as the registered address for their business under the Home Office Scheme. However, they need to check with the authorities like HDB.

Particulars of Company Secretary

As per the dictates of the law, each Singapore private limited company must appoint a company secretary within six months of its incorporation. The appointee needs to have the experience and knowledge to discharge the duties of a company secretary and must reside locally in Singapore.
A Singapore Citizen, Permanent Resident, an EntrePass or Employment or S Pass holder can work as a company secretary. Even the director of a company can act in this capacity. However, the sole director of a company cannot act in this capacity.

Memorandum & Articles of Association (M&AA)

The business owners need to submit a copy of their M&AA with the application for registering a private limited company. It is a document that details the activities the company may carry out and the regulations to govern its internal management.
The owners can get a standard M&AA document from the Singapore Company Registrar. However, if they some special needs they should better seek legal help.

Hire an Auditor

After setting up a company in Singapore, steps must be taken to hire an auditor within the three months of its incorporation date. It is mandatory. However, there is no need to do so, if it is exempted from the audit responsibilities. The companies that qualify as a SMALL COMPANY gets the audit exemption.

Documents-Requirements-for-starting-a-company-in-singapore

Documents Issued After the Successful Registration

After the successful incorporation of a private limited company Singapore the Company Registrar of Singapore issues following documents (soft copies).

Business Profile of Company

After the company incorporation Singapore, ACRA issues a confirmation mail. It gives the details like company’s Unique Entity Number (UEN), etc. We can assist you in getting your company’s business profile. It is an important document that details information like company’s name, UEN, date of incorporation, business activities, paid-up share capital, registered office address, etc. It also lists details of the directors, shareholders, and the company secretary.

Certificate of Incorporation

The confirmation mail also includes a soft copy of the Certificate of Incorporation of the new company. It is considered as a legal document in Singapore. If you need its hard copy, we can assist you in getting it.

Share Certificates

The company secretary is tasked with the issuing of the share certificate to the shareholder. The document denotes the ownership of the share and indicates the shares allocated to each of the shareholders of the company.

First Board Resolution

Our incorporation package takes care of your first board meeting. Our experts attend and record the minutes of the first board meeting. Normally, the first board resolutions cover the appointment of company officials, etc.

Resolution for Opening Corporate Bank Account

A Pte Ltd Singapore is a separate legal entity and needs a corporate bank account for its business activities. However, the company’s board of directors must pass a resolution to validate the opening of the account and signatories to it.

Company Seal

The use of company seal to execute deeds and other documents was a necessity for the companies incorporated in Singapore. However, Amendments to the Companies Act passed on 10 March 2017, now, negates the requirement.

Company Stamp

The company documents carrying company stamp looks more authentic and credible. It is one of the important aspects, in addition to the unique entity number and the registered address of the company, the outsiders actively search for on an official company document.

Documents-you-get-after-the-successful-registration

Pte Ltd Singapore: Statutory Compliance & Filing

Singapore incorporated companies have to be on their toes when it comes to their statutory compliance and the necessary filing.

AGM (Annual General Meeting)

A private limited company in Singapore must hold its AGM in every calendar year. It is an important stipulation, as the companies are required to table their financial statements for the approval of its shareholders.
The law also mandates that the meetings should not be spaced by more than 15 months. However, the newly started private limited company Singapore are permitted to hold their first AGM within the 18 months from their incorporation.

Annual Returns

The filing of the company’s annual returns is part of its statutory compliance. It must do so within the month after holding every AGM.

Corporate Tax Filing

The due date for filing of Singapore corporate tax is 30 November each year. The local Singapore companies benefit from a number of schemes offering tax rebates, incentives, and exemptions. Because of this reason, many of them pay 8.5% – 9.5% of tax.

Financial Year End (FYE)

Singapore companies must deliberate over the end of their fiscal year. Keeping it within 365 days is important. By doing so, the newly started companies can enjoy 100% tax exemption on their first S$100,000 for the first three years.

The World Banks report 2017 on Ease of Doing Business lists Singapore in the 2nd spot. The country has occupied the top position in the list for more than ten years. Its performance in this indicator speaks volume about its readiness to extend support to the entrepreneurs and corporate.

This island country offers great infrastructure, communication networks, low taxes, reliable trade links with the established business destinations throughout the world. Most importantly, its geographical location puts it in the easy flying distance to the Asian markets. All these factors have made registering a private limited company Singapore the most promising option for the business owners from all over the world. After reading this guide, “How to incorporate a company in Singapore?” will no more be a difficulty for you.

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