How to Register a Company in Singapore
Since you are here reading this article, most probably you have decided to register a company in singapore because the ease of doing business & tax examptions that the Singapore government provides.
However, there are some obligations that you must follow for starting a business in a new jurisdiction. Singapore has its own compliance requirements. These requirements help the authority in maintaining a lawful business environment. The Singapore company registration process is as per the Companies Act, Cap 50.
The Accounting & Corporate Regulatory Authority (ACRA) oversees the rules and regulations vis a vis company registration in Singapore. If you decided to start a new or relocate an existing company to the city-state, make sure to fulfill the requirements dictated by the law prior to starting your business activities or operation.
Setting up business in Singapore can be less tedious and time consuming if you get it done from business registration providers. A foreigner wanting to start 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.
This article guide covers detailed procedure for pre-registration document requirements, step by step company registration procedure and post-registration requirements.
In order to make it more readable, this guide is broken in to the following points. Feel free to click on the links to navigate to the desired point or skip links to continue reading the guide.
Before starting the registration process you must identify which business structure is suitable for you. ACRA allows to register 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.
Selecting business structure for you business
Based on the scalability and robustness, private limited company is the most preferred business structure to the enterprenures who want to register a new company in Singpoare.
It has a distinct legal identity, and 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. As per the law, any person regardless of nationality (domestic or foreigner) over the age of 18 years can incorporate a company in Singapore.
Once you have chosen the business structure you will need to meet following requirements.
Pre-registration requirements to register your company in Singapore
- Your company name needs to be approved before incorporation.
- You need to appoint a minimum of one resident director in your company.
- You can have anywhere between 1-50 shareholders, which may or may not be directors.
- You need locally registered company address in Singapore.
- You need to appoint a company secretary within six months from the date of company incorporation.
- You need paid up capital (min. 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 Employment Pass.
- Option 2: Form a company using EntrePass.
- Option 3: Appoint a nominee director for your new company.
List of Documents Required for Company Registration
- Registered company name
- A brief description of business activities
- Details of Singapore registered office address
- Particulars of shareholders
- Particulars of directors
- Particulars of company secretary
- A copy of Singapore identity card of local director and shareholder(s)
- A copy of passport and residential address proof (overseas) of foreign directors & shareholders
- Memorandum & Articles of Associations (in case of foreign company)
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 using our company registration service, please provide at least 3 name options to check name availability with ACRA.
Once the company name is approved, it will be automatically reserved for 60 days from the date of application. You are advised to incorporate the company within the specified period. However, your registered filing agent can ask for an extension of another 60 days by filing a request on your behalf.
Step 2: Company Registration
Upon 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, your agent 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 bank account opening, signing of office lease, subscribing to office utilities (the internet, telephone), etc.
Following are the other items or documents you need after the registration of new company:
- Company’s Rubber 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.
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.
GST (Goods and Service Tax) 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 consumption of goods and services in Singapore. In many other countries, GST is also called as VAT (Value Added Tax). Being a 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.
Each Singapore-incorporated company must fulfill a set of annual filing requirements to stay compliant with the law.
GST (Goods and Service Tax) Registration
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 Singapore Government to Startup Businesses:
The government of Singapore has played a vital role in turning the business ecosystem of the nation into extremely start-up friendly. The availability of a series of funding assistance from Singapore government is counted to be 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 provide succor to the entrepreneur aspirants who often fails achieve their dream of entrepreneurship due to the shortage of money or tight budget.
You can tap into schemes like SPRING SEEDS, ACE Startup Grant, TECS, ComCare Enterprise Fund to leverage your innovative ideas or technology to form a business venture. Apart from these, there are many other cash grants, incubator, and equity program available in the city-state.