Registering a Singapore Company in 2021
Registering a company in Singapore is free of red-tape and is an easy task. In addition, the government offers tax exemptions to startups and helps them with a number of schemes in their initial days.
The Accounting & Corporate Regulatory Authority (ACRA) acts as the Company Registrar. It supervises the process for company registration in Singapore. It is as per the Companies Act, Chapter 50. And, you must fulfill all of its compliance requirements.
The locals, as well as foreign business owners, benefit by employing a registered filing agent to set up a business in Singapore. It is especially true for foreigners wanting to start a business in Singapore.
Foreigners cannot self-register a new company and must hire a local business registration provider. They also need to acquire Singapore work visa or pass. With their expert knowledge, these professionals can direct you to the precise solutions for the Singapore company registration, saving valuable time & money.
Types of Business Structure for Maximizing Tax Benefits
ACRA allows registering of following types of businesses.
- Private Limited Company (Pte. Ltd.)
- Sole Proprietorship
- Limited Liability Partnership (LLP)
Rather than registering and starting your business activity in a hurry, identify the business structure most suitable for you. You can read advantages and disadvantages of these business structures here.
Refer below articles if you wish to Private Limited or Limited Liability Partnership.
Factors that Can Affect Your Choice of a Business Structure
Number of Owners/Members/Partners
- If you intend to be a sole business owner, registering a sole proprietorship may prove beneficial to you. You will be able to make all the business decisions.
- If you are two or more (up to 20) professionals/companies with a complementing set of skills, registering an LLP may prove beneficial for you.
- If you are a group of 1-50 individuals who own a part of the capital of the business at limited risk, registering a private limited company may work for you.
If you want to start small, work hard, and grow your business, starting a sole proprietorship and then converting it into a private limited company is an option open for you.
The business structure defines your liability. The liability of a sole proprietor and members in an LLP is unlimited. It puts their personal assets at risk. The liability of shareholders in a private limited company is limited to their investment in its shares. Shareholders’ personal assets are safe.
Income Tax Rates
- The Pte Ltd company pays corporate tax (0%-17%) on its taxable income. Its owners or the shareholders do not have to pay it.
- The owners of a sole proprietorship or a partnership have to pay personal income tax (0%-22%) on their income from their business.
Funding for Expansion
Banks, financial institutes, and investors find a private limited company more credible. It can easily raise capital for its growth or the expansion of its business activities. The credibility of a sole proprietorship depends on its proprietor, and that of LLP depends on its members. It is not easy for these businesses to find for their growth.
Why Set Up a Private Limited Company (Pte Ltd)
Your choice should enable you to manage the risk, liability, scaling of business, & brand image optimally. It is important to choose the right business structure as it affects your income tax returns.
The entrepreneurs wanting to register a new company in Singapore prefer private limited company for its credibility, scalability and robustness.
- 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 nationality, can incorporate a company in Singapore.
You can choose to register a private limited company to manage your risk and benefit from the tax exemptions. However, if your risk is minimal, you should better consult an expert. They may suggest you go with a sole proprietorship or an LLP instead of company registration in Singapore.
Registering a private limited company means being ready to meet added compliance requirements like preparing accounts, directors’ report, filing annual returns and conducting company’s audit. It may also involve appointing of an auditor, a company secretary, and a local director for your company. It all adds up and may prove to be costly.
Once you have chosen the business structure, you will need to meet the following requirements.
Key Requirements for Singapore Company Registration
- Company name: Approved company name and registered with ACRA
- Director: Need at least one director who is either Singapore Citizen, Singapore Permanent Resident or EntrePass holder
- Shareholders: Minimum of 1 and a maximum of 50 shareholders
- Registered Local Address: You need a local registered address in Singapore for company office
- Company Secretary: Appoint at least one company secretary within six months from the registration date of the company
- Initial Paid-Up Capital: Minimum of S$1 in initial paid-up capital
Foreigners wants to register a local company in Singapore
Foreigners need to fulfil following requirements additionally to set up a company in Singapore
- Employ local director (Singaporean, Permanent Resident, or EntrePass holder)
- Hire a registered filing agent (accounting firm, law firm, or a corporate secretarial firm) to complete the registration process for you.
Registering a Company in Singapore in 3 Steps
Step 1: Getting ACRA’s Approval for Your Company Name
You start registering a new company by getting its name approved from 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 company name may need approval from higher authority if it contains words like “Bank,” “Finance,” “Educational,” “Media,” etc.
***If you choose SBS Consulting’s company incorporation service, provide at least 3 names to check name availability with ACRA.
Once the company name is approved, it will be automatically reserved for you for 60 days from the date of application. If you cannot incorporate your company within this period, we can ask ACRA for an extension of another 60 days by filing a request on your behalf.
Step 2: Prepare Documents to Set Up Singapore Company
- 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
Step 3: Submit Application to ACRA
After the approval of the company name, you can apply for the company registration. It should not take much time to accomplish the process, assuming documents are in order. To register your Singapore company online visit BizFile+.
*All prices exclusive of 7% GST (Goods and Services Tax)
Complete Post Business-registration Formalities
Certificate of Incorporation
ACRA sends 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 a hard copy of the certificate by making an online request. A nominal fee will be applicable.
Company Business Profile
You can obtain company business profile right after the incorporation. It contains particulars of the company and can be obtained online by paying a small fee. It comes in PDF file format which can be downloaded within an hour of the request.
The company business profile includes 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
You need the soft copies of Certificate of Incorporation and Company Business Profile for legal and contractual activities. You need them for the opening of corporate bank account, signing of the office lease, subscribing to office utilities like the internet, and telephone
Acquire Business Licenses and Permits
Whether you need a business license or permit for your newly incorporated company, depends on the nature of its activities. If you need one, get it before commencing the activities. Restaurants, cleaning business, educational institutes, travel agencies, financial services, import/export of goods need business licenses.
Goods and Service Tax (GST) Registration
If the expected annual turnover of your company is more than S$1 million, you must register it for GST. Then, it is your responsibility to collect the 7% of GST from your clients.
The company’s rubber stamp 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.
The company secretary issues share certificates to each of the shareholders. It serves as proof of their ownership in the company. It also shows the distribution of shareholding.
First Board Resolution
Immediately, after registering a Singapore company, all its shareholders must meet. They must discuss and pass resolutions to appoint at least one director to take charge of company activities. They also need to pass resolutions to employ 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. They need to maintain their general ledgers, accounts payable and account receivables, or fixed asset ledger and every other account on a timely basis. They need to prepare and file their annual financial statements with 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 the 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: It is up to the companies to determine their financial year. It may run from January to December or April to March accounting cycle. The financial year (accounting cycle) can start in any month of the year.
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 email@example.com to know more.
Yes! Reliable registered filing agents advise their clients to be physically present in Singapore to set up their company. The banks also demand your presence at the time of opening of corporate bank account for your new company.
You need to access BizFile+ portal to apply for company registration online. You log-in into it by using SingPass ID. Foreigners do not have it and cannot self-register a Singapore company. You must hire an agent or company incorporation services provider for the task.
As per ACRA's rule, anyone over the age of 18 can register a company in Singapore. Singaporeans, immigrants in Singapore like EP holders or Dependant Pass holders, and foreigners living abroad qualify to do so.
As a foreigner, you need work visas to immigrate and work in Singapore. You need an EntrePass if they want to start your business and work for it as its local director.
On the other hand, if you may not want to immigrate to Singapore. In this case, you need to appoint a nominee director at the time of registering their Singapore company.
Yes. You, as an EP holder, can register a company in Singapore like everyone else at any time. However, you need to know more if you also want to be its Singaporean local director. This vital info can save you some trouble and headache while starting your business.
Starting a company in Singapore is a simple and straightforward affair if done properly. Following are the components of cost to start a business in Singapore:
- Application to register a company name (S$15)
- Fees for Singapore company registration (S$300)
Apart from this basic cost, you may have to pay for hiring services like Nominee Director, Company Secretary, Registered & Office Address.
We can register a Singapore business for you at S$699. The fee covers your company name registration and Singapore company registration.
With our package, you get FREE Company Secretary (S$299*) and FREE Registered Address (S$239*) for 1st year. We also assist you in opening a corporate bank account for your business.
Before you invest in a company or form any business relationship with it, it is wise to know more about it. ACRA wants to protect your interests and has wisely provided an online tool for your use.
The name of this free online directory is BizFile+. Use URL https://www.bizfile.gov.sg to access it.
- Enter the company name you are interested in.
- The company name search is case-sensitive.
- Choose search criteria in the drop-down menu.
- Enter CAPTCHA, before clicking on the Search button.
If your company is registered in Singapore, you will get the data associated with it.
You can buy the Business Profile of the company by paying S$5.50 online. You can also buy its Business Profile with Certificate of Production by paying S$16.50 online.
The right time to open a corporate bank account is after successful company registration and before starting your business activities. Such an account is necessary for your business' financial transactions.
There are more than 127 banks in Singapore. Depending on your business needs, you can choose any of them for your purpose. You will need the following documents to open a bank account.
- Accurately filled & duly signed forms for opening a corporate bank account
- Residential address proof of stakeholders in the company like directors, other signatories, & the ultimate beneficiary owner
- Certified copy of Certificate of Incorporation of your company
- Company’s business profile from ACRA
- Signed resolution to open account by the Board of Directors & Signatories to the account
- Certified copy of company’s M&AACertified copy of company’s M&AA
- Certified copies of Passport or of SingPass
- Certificate of Incumbency & Certificate of Good Standing(For Offshore Accounts Only)
It is easy to register a company in Singapore. With all the required incorporation documents in hand, a commonly purposed business can be incorporated within 1 day. However, in practice, we can register your Singapore business in 1-3 days.
Singapore keeps an eye on certain business domains like Education, Finance, etc. If your business falls in such categories, your application to register it gets referred to the concerned authorities or ministries. The process takes time. You may have to wait as long as 14 days - 2 months for approval.
You can transfer or sell your shares at any time. However, it is governed by the company's constitution and procedures laid down by the Singapore authorities. The share transfer process involves:
- Directors’ resolution
- Transferor (seller)
- Transferee (buyer)
- Execution of the ACRA transfer of shares form.
- Paying required stamp duty
- Notice of transfer of shares
- Filing of the list of shareholders with ACRA
You may also have to update the electronic register of members for the private companies. Transfer of shares in a private limited Singapore company can be challenging. Our experienced company secretarial services can handle the task efficiently.
Yes, it is possible to register a company in Singapore online. It is easy and fast. You can do so by logging-in on BizFinx website.
You should be ready with:
- Your SingPass Login ID
- Approved company name (Transaction number)
- Number of Years of Registration
- Business Commencement Date
- Business Activity
- Registered Business Address
- Details of Company Owners
- Approval from Authorities (if needed)
All the stakeholders in your company like directors, shareholders, and company secretary have 120 days from the data of name approval to login in BizFile+ and give their consent online.
The fee for company name application is S$15 and for registering a company is S$300. You can pay using debit or credit card or Google Pay, Apple Pay, or PayPal.
If you do not have SingPass Login ID, it means, you cannot access the BizFile+ website to register your business online. In such a case, hire one of the reputable registered filing agents in Singapore to incorporate your company.
Foreigners and locals over the age of 18 can register their Singapore companies easily. Foreigners can own 100% equity of shares in their company. It gives them ownership of the company.
By law, companies are legal persons and have rights similar to natural born persons. It means, as individuals, local and foreign companies, too, can register a Singapore company. The parent companies can own 100% equity or shareholding in the new company.
Foreigners can register a company without immigrating to Singapore. They need to appoint a local director at the time. Afterwards, they can go back and direct their company from their native country.
If they want to form their Singapore company and work as its local (resident) director, they need to immigrate. They can do so only after acquiring an appropriate work pass. Without the proper work pass or visa, they cannot work in Singapore.
Yes. Appointing a corporate secretary for your Singapore company is necessary. You need to do so within 6 months of the date of company incorporation.
If you are hiring a company secretary for a public company, you need to appoint a certified secretary from a reputable institute.
If you are hiring for a private limited company, make sure that the appointee is qualified and well versed with the tenets of the company Act. They also need experience in handling the duties of the job.
ACRA, the Company Registrar, considers secretaries as one of the officers of the company. They liaison with the authorities and world outside of the company and enables its managers to work without distraction.
The age-limit requirement for registering a Singapore company is the same for both local and foreign entrepreneurs. You have to be over 18 years of age to do so.
In addition, you need to fulfill the following requirements to successfully set up your company:
- A minimum initial paid capital of S$1
- At least one shareholder (maximum 50)
- At least one local (residential) director
- At least one qualified company secretary
- Registered local address for the company
Make sure to appoint a company secretary within the 6 months of the incorporation date of your company. It is one of the basic criteria.
As a shareholder, you are the owner of your company. You can also work for it as its local director. If you choose to do so, you can expect a salary from the company. So, there is a distinction between being an owner and the local director of a company.
You can also appoint one of your friend or a family member (over 18 years old) as the local director. They will have to work within the framework and act in the best interest of the company.
They will need to take care of the following tasks:
- Company's statutory requirements
- Calling Annual General Meeting of the company
- Filing of its annual returns with authorities
- Acquiring a local registered address for the company
- Maintain of statutory registers like register of members, directors, managers, secretaries, auditors, directors’ shareholdings & charges
- Passing resolution for the opening of a bank account
- Appoint company officers including directors, auditors and company secretary
- Make certain of corporate governance
- Discharge corporate social responsibility
- implement ethical & socially responsible practices
- Interact with society
Hiring your friend or a family member as the local director may work for you perfectly than cause you any harm. When you have to take a break from company affairs, you can consult with a competent lawyer and can choose to give them a limited power of attorney. It will allow them to discharge their additional duties. Surely, you trust them not to steal your company.