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Guide to Register a Company in Singapore

Last modified: December 7, 2018
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Since you are here reading this article, most probably you have decided to register a company in Singapore because of the ease of doing business & tax exemptions that the Singapore government provides.

However, there are some obligations that you must discharge for starting a Singaporean business. Singapore has its own compliance requirements. They are useful for maintaining a lawful business environment. The Singapore company registration process is as per the Companies Act, Cap 50.

The Accounting & Corporate Regulatory Authority (ACRA) which also acts as the Company Registrar of Singapore, supervises the process for company registration in Singapore. If you have decided to set up a new company or relocate an existing one to the city-state, make sure to follow the requirements prescribed by ACRA.

Setting up a business in Singapore can be less tedious and time-consuming if you let us, a reputed registered filing agent, to assist you. A foreigner wanting to start a business in Singapore need to get help from local business registration provider as they are not allowed to self-register a new company in Singapore. We have an affordable combo incorporation package for you.

Our Singapore Company Registration Package S$699

  • FREE Corporate Secretary for 1 Year.
  • FREE Registered Office for 1 Year.
  • Government Incorporation Fees.
  • Company Name Check & Reservation.
  • Assist to Open Corporate Bank Account.
  • Company Profile/Company Constitution (M&AA).
  • Minutes of first Board Meeting.
  • Advisory on Company Registration.
  • Email Reminders for Government Filing Deadlines.
  • Electronic Certificate of Incorporation.
  • Share Certificate(s).
  • Preparation of Incorporation Documents such as, Form 45, Form 45B etc.
  • Advisory for Tax, GST.
  • Assist in Setting Accounting System.
  • 1 Month FREE Trial of One Accounting Software (Online).

 

This guide covers:

  • The detailed procedure for pre-registration document requirements
  • Step-by-step company registration procedures
  • Post-registration requirements & other aspects

In order to make it more readable, this guide is broken into the following sections. Feel free to click on the links to navigate to the desired part or skip links to continue reading the guide.

 

Selecting a Business Structure for Maximizing Tax Benefits

Before starting the registration process, you must identify which business structure is suitable for you. ACRA allows registering of following types of businesses.

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

You can read advantages and disadvantages of these business structures here.

 

Private Limited Company (Pte Ltd)

The company has to pay corporate tax (0%-17%) on its taxable income. The owners of a sole proprietorship or a partnership have to pay personal income tax (0%-22%) on their income from their business.

Based on the scalability and robustness, a private limited company is the most preferred business structure to entrepreneurs who want to register a new company in Singapore.

  • It has a distinct legal identity.
  • The liability of the shareholders is limited to the amount they invested in purchasing its shares.
  • If properly structured, a private limited company could be a highly tax efficient business entity.
  • Foreigners can own 100% of its shares.
  • Any person over the age of 18 years, regardless of the nationality, can incorporate a company in Singapore.

Once you have chosen the business structure you will need to meet the following requirements.

 

Pre-registration requirements to register your company in Singapore

  • You need to appoint a minimum of one resident director in your company.
  • You can have anywhere between 1-50 shareholders.
  • You need a local registered address for company office in Singapore.
  • You need to appoint a company secretary within six months from the date of company incorporation.
  • You need paid-up initial capital of minimum S$1.

 

How can foreigners start a business in Singapore?

Foreigners can use either of below options to register a company in Singapore.

  • Option 1: Form a company using EntrePass & Relocate to Singapore.
  • Option 2: Appoint a nominee director for your new company.

More Details

List of Documents Required for Company Registration

  • Company name registered with ACRA
  • A brief description of business activities
  • Details of Singapore registered address of the company
  • Particulars of shareholders
  • Particulars of directors
  • Particulars of company secretary
  • Foreign Entrepreneurs must submit a copy of their passport and residential address proof (overseas)
  • Foreign Companies must submit Memorandum & Articles of Associations
  • Singapore Residents must submit a copy of their Singapore identity card

 

Steps to register a business in Singapore

Step 1: Company Name Reservation

To register a new company its name should be approved by ACRA. The chances of quick approval will be higher if you keep the following things in mind.

  • The name must be, Unique, meaningful, easy to read and devoid of the vulgar or obscene word.
  • Free of copyright issue. It should not infringe any trademark.
  • Your application may require an approval of external authority if the company name includes certain words such as the “Bank,” “Finance,” “Educational,” “Media,” etc.

***If you are going to use our company registration service, please provide at least 3 names for us to check name availability with ACRA.

Once the company name is approved & reserved, it will be automatically reserved for you for 60 days from the date of application. You are advised to incorporate the company within a specified period. However, we as your registered filing agent can ask for an extension of another 60 days by filing a request on your behalf.

 

Step 2: Company Registration

After the approval of company name, you can apply for company registration. It should not take much time to accomplish the process assuming documents are in order.

 

Formalities to complete post business registration

Certificate of Incorporation

The Registrar of Companies, i.e., ACRA will send an email confirming the successful incorporation of the company. It includes the company registration number. This soft copy is treated as the official certificate of incorporation in Singapore. However, we can obtain the hard copy of the certificate by making an online request to the authority. A nominal fee will be applicable.

 

Company Business Profile

You can obtain company business profile from the authority right after the incorporation. It contains particulars of the company and can be availed by making an online request with a small application fee. It will be available in PDF file format which can be downloaded within an hour of the request.
The Company Business Profile entails following key details:

    • Company name and registration number
    • Previous names for the company, if any
    • Registration date
    • Principal Business Activities
    • Paid up capital
    • Registered address
    • Particulars of Shareholders/Directors /Company Secretary
    • The soft copies of both documents (certificate of incorporation and company business profile) are enough for fulfilling all legal and contractual activities including corporate bank account opening, signing of office lease, subscribing to office utilities (the internet, telephone), etc.

 

Certificate of Incorporation

Opening a corporate account in any of the banks in Singapore is mandatory after company incorporation in Singapore. The major banks you may consider are HSBC, DBS, OCBC, Citi Bank, Standard Chartered, UOB, etc. Nowadays to fulfill the norms of KYC, many banks demand the physical presence of the company stakeholders for opening a corporate bank account.

 

Obtain Business Licenses and Permits

It all depends on the company’s business activities whether you need to obtain one or more business licenses and permits for your newly incorporated company. It is notable that licenses must be obtained before commencing the business operations. Not all companies require licenses. Luckily, only a few business activities such as restaurants, cleaning business, educational institutes, travel agencies, financial services, import/export of goods need to secure the business license.

 

Goods and Service Tax (GST) Registration

If the expected annual turnover of your new company is more than S$1 million, your company must register for GST. It is an indirect tax levied on the consumption of goods and services in Singapore. In many other countries, GST is also called as VAT (Value Added Tax).

For your GST-registered company, you will need to charge the applicable GST rate (7%) to the consumers of your goods and services. And, the amount has to be remitted to the tax authorities. GST filing is a compliance requirement for all GST-registered businesses.

After the registration of your new company, you need to take care of following items or documents:

    • Company’s Stamp: The company’s rubber stamp is an element that lends credibility to the company’s document. It has the name and registration number of the company engraved on it. The rubber stamp makes the official documents of the company look more authentic and professional.
    • Company Seal: Just like Company’s rubber stamp, it is a legal requirement to have a company seal for every Singapore-based company. It mostly used in documents such as share certificates, loan documents, and any legal documents
    • Share Certificates: The company secretary must issue share certificates to each of the shareholders. It serves as the proof of their ownership in the company and shows how share has been distributed among the shareholders.
    • First Board Resolution: The resolution to appoint directors and other company officials like an auditor, the company secretary, etc.

 

Compliance for Singapore Companies

Each Singapore-incorporated company must fulfil a set of annual filing requirements to stay compliant with the law.

Accounting Requirements: All Singapore companies must maintain their accounting books in order. Be it the general ledger, accounts payable and account receivables, or fixed asset ledger; every account must be maintained on a timely basis. The annual financial statement must be prepared and filed with the authority in XBRL format.

Convening of AGM: It is a mandatory requirement for every company to hold its AGM in every calendar year. The financial statements of the company are tabled for shareholder’s approval.

Annual Returns Filing: Filing of Annual Returns has to be done after one month from the date of AGM of the company.

Corporate Tax Filing: The last dates of tax filing for companies are 30 November (paper-filing) and 15 December (e-filing).

Financial Year Determination: Every company in Singapore is free to determine its financial year. It does not necessarily need to be January to December or April to March accounting cycle. The financial year (accounting cycle) can start in any month of the year.

 

Funding Assistance of to Singapore Start-ups

Singapore has established an extremely start-up friendly ecosystem. The availability of a series of funding assistance from the government is one of the key perks of Singapore company registration.

The government has pumped tons of money into these schemes. It is a part of government’s initiative to support start-ups in their initial days.

You can tap the following schemes to leverage your innovative ideas or technology to form a business venture:

  • SPRING SEEDS
  • ACE Startup Grant
  • TECS
  • ComCare Enterprise Fund

Apart from these, there are many other government grants, incubator, and equity program available in the city-state.

SBS Consulting Pte Ltd is a reputed registered filing agent in Singapore. We assist and advise budding business owners in setting up their company in Singapore. If you have any doubts about it, call us on +65 6536 0036 or send an email at info@sbsgroup.com.sg to know more.

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