How to Register a Company in Singapore - Complete Guide for 2022

 

This article provides an overview of Singapore company registration. Key focus is on statutory compliance requirements, business registration procedures, and considerations for local vs foreign business owners.

The World Bank consistently recognizes Singapore as the world's best place to do business. More than 60,000 new companies are registered every year in the country, according to statistics from the ACRA (Accounting and Corporate Regulatory Authority). 

Whether you're a Singapore citizen, permanent resident, or foreigner, setting up a company in Singapore is fast, hassle-free and most importantly, free from any unnecessary red tape and hidden fees. 

What Are the Minimum Requirements for Registering a Company in Singapore?

You need to know several things as a business owner when it comes to company incorporation in Singapore.

Minimum requirements for Singapore Company Registration - Infographics
  1. Company Name: Your proposed company name must be approved by ACRA before registration.

  2. Resident Director: Each company needs to appoint at least one resident director (aka local director). ACRA allows the following to be appointed resident director 

    • A local citizen

    • A Singapore permanent resident (PR), or

    • A Singapore EntrePass holder

    • A person who has a valid Employment Pass (EP) or Dependent Pass (DP). Note that a Letter of Consent (LOC) is required if a EP holder wants to become a director.

  3. Foreign Director: Once you have nominated a resident director, you can then appoint an unlimited number of resident and non-resident directors. Both resident and non-resident directors will need to be at least 18 years of age and free of any malpractice charges in the past. 

  4. Shareholder: A private limited company by shares can have up to 50 shareholders, who may or may not be directors. Shareholders can consist of natural persons or companies. 100% non-local shareholding is also allowed.

  5. Share Capital: You need to have a minimum of SGD 1 worth of issued share capital to register your Singapore company. No minimum paid-up capital is required. Note that companies in regulated industries are subject to different minimum share capital requirements.

  6. Company Secretary: You're required to appoint a qualified resident company secretary within six months after the Singapore company registration. Sole directors and shareholders cannot be selected as the company secretary. If you can't find one, Piloto Asia can be the corporate secretary for you. 

  7. Registered Address: A Singapore address is required as the company's local registered address. It must be a physical address (either residential or commercial) but not a PO box. 

Any special requirements for foreigners?

Foreigners who wish to set up a company in Singapore are required to satisfy additional requirements. For instance they need to hire a local director and register with a corporate service provider, accounting firm or law firm as well.

We will cover more in detail later in this article.

The 3 Simple Steps to Register a Company in Singapore

Unlike most countries, Singapore makes it easy for local and foreign entrepreneurs to register their new business. 

This infographic aims to illustrate the Singapore company registration can  be done in 3 easy steps.

Step 1 - Obtain a Company Name Approval from the ACRA

Business owners who want to register their companies need to get their company names approved by the ACRA. This procedure can be done online and as long as you follow these guidelines, you should get approval in no time. 

  • Names must not be identical to any existing business or company in Singapore

  • It must not infringe on any existing trademarks

  • It must not contain vulgar or obscene language

  • Another company must not reserve the name of your choice

  • If your company name contains business words such as “legal”, “school”, “bank” and other regulated words, you may require further vetting by corresponding government agencies

  • If the government authority does go through additional vetting, approval may take a few weeks. 

If your name is approved, you can reserve the name for up to 120 days, and need to incorporate your business within 120 days or less. Otherwise, the company name is released. Other people will then be able to reserve the company name if they coincide with yours.


Step 2 - Prepare the Necessary Documents for Singapore Company Registration

Once your company name is approved, ACRA requires the following documents for the company registration process:

  • Company Constitution: This is previously known as Articles of Association. You can either use the standard Singapore constitution template made available by ACRA, or the professional firm you engage would be able to draft one and advise accordingly.

  • Shareholders’ identification and residential address details

  • Each appointed director needs to sign a Signed Consent to Act as a Director.

  • An appointed company secretary needs to sign a Signed Consent to Act as Company Secretary.

If you register your Singapore company through a CSP or Corporate Service Provider (in this case, Piloto Asia), they will ask you to provide the following additional supporting documents as part of the KYC or Know Your Customer due diligence.

Below are required for company officers and beneficial shareholders.

  • Proof of Identification: Passport Copy or NRIC

  • Residential Address Proof: Any document that has your name and address on it. These can be utility bills, tax notices, and contractual agreements.

  • Professional Background: You can submit either a Curriculum Vitae (CV) or a link to your LinkedIn profile

Please take note that there might be other supporting documents required because it varies from CSP to CSP. These forms will need to be in English. If the forms are foreign, they’ll need to be officially translated.

Step 3 - Register your business with ACRA (the Singapore Company Registrar)

After the name is approved and once the documents are prepared, a new company can register officially with ACRA. This step can be done online and finished in an hour or less.

Some company registrations may need to be referred to other government authorities for further vetting in rare cases. If ACRA does additional vetting, then it may take a few weeks.

How Will I Know that My Singapore Company Is Registered?

Once your Singapore company is successfully registered, ACRA will email you or the Registered Filing Agent you hired with the following information: 

  • Business Profile

  • Certificate of Incorporation (COI)

The email notification for the company business profile and incorporation will be enough to help you carry out contractual and legal transactions in Singapore. It includes corporate bank account opening, signing office leases, and even subscribing to telephone and Internet services, to name a few. 

Then there are other items and documents that you need to fulfil once your Singapore company registration is complete. 

You’ll need to issue share certificates for each of the shareholders and a share register that lets ACRA know how much shares are allotted to these shareholders. 

Business Profile

In a separate email, you get a copy of your Business Profile, or BizFile. You get your first copy of the BizFile in PDF format for free. Additional copies will cost you S$5.50 and made available an hour after the request has been made.

This PDF file will contain pertinent information such as:

  • Your Singapore Company name

  • Previous names for the company, if any

  • Company registration number (i.e. UEN)

  • Registered office address

  • Principal Activities

  • Paid-up capital

  • Directors and Shareholders details

  • Company Secretary details, and much more. 

Certificate of Incorporation (COI)

Certificate of Incorporation (COI) is the PDF file of the email you get from ACRA that lets you know your company is registered. The email contains the following important information:

  • Company Name

  • Unique Entity Number (UEN) which is equivalent to your company’s registration number

  • Date of Company Registration

You won’t be receiving hard copies of this certification automatically. This requires an online request to ACRA once company registration is complete. It will cost you S$100 per copy and is available after the request has been processed.

What Should I Do After a Successful Singapore Company Registration?

Once you have successfully registered your company in Singapore, it is time to take a look at what more work needs to be done.

  1. Corporate Bank Account - A bank account will help you manage your finances and keep track of every transaction.  Many of the Singaporean banks will require the company principals' physical presence as part of the corporate bank account opening process.

    If you are a foreigner (regardless if you're the business owner or represent a foreign company) and cannot visit Singapore, find a bank without this requirement. Piloto Asia can also help you open a corporate bank account right here in Singapore. 

  2. Business Licenses - To carry out business activities, you need to secure business licenses. These will vary depending on the kind of business you’re engaged in. Remember, you're just registering your company and will not include permits and licenses. Those are individual requirements coming from independent government agencies in Singapore. 

    Restaurants, educational institutions, travel agencies, export/import companies, and financial services will need one or more business licenses and several permits. 

  3. GST Registration - Then you'll also need to register for GST or the Goods and Services Tax if your projected annual revenue exceeds S$1 million. You can read up more about our Singapore GST guide right here. 

Can Foreigners Register a Company in Singapore? Will They Own 100% Equity of the Company?

One important question we get here at Piloto Asia is this:

“Are foreigners allowed to register their companies in Singapore? If so, will they own 100% of the equity?

The answer to both of these questions is YES!”

A foreigner or foreign business entity can be shareholders of a Singapore company. Foreigners can also form companies in Singapore without having to relocate to the country for this purpose. They can operate the country from overseas. But if they choose to relocate, they need to obtain a Singapore immigration pass. The company incorporated in Singapore then becomes an offshore company because it operates in a jurisdiction outside where the beneficial owner resides.

How Can Foreigners Register a Company in Singapore?

Foreigners can enjoy a hassle-free process of registering their company here in Singapore without having to worry about red tapes and corruption. 

Like a typical company, you just need to decide what type of legal entities you need to register. This can be done via ACRA’s online portal. But to use the portal, you’ll need a SingPass.

Note that the SingPass is only issued to Singapore nationals (who can also be a Singapore permanent resident), so foreigners will need to work with a Corporate Service Provider (also known as a Registered Filing Agent RFA). In this case, Piloto Asia will be more than happy to assist international business owners looking to register and start a business here. From there, foreigners will have two options on how to operate their company right here in Singapore. 

1) Running the Business While Staying in Singapore

If you decide to move to Singapore to start your business, you need to hire Registered Filing Agent to begin the process. This involves working with corporate service providers, law firms, accounting firms and even immigration service providers. 

You'll also have to obtain an Employment Pass or EntrePass, which will allow you to conduct business activity in Singapore as a foreign entrepreneur. All other requirements for registering the company are still the same. 

2) Running the Singapore Companies from Overseas

hey can run their Singapore company from overseas. This means that they can stay abroad and conduct any business activity in Singapore from there. If they decide to do this, they need to appoint at least 1 Director who's a Singapore citizen. All other requirements for incorporation are the same as setting up a local company.

Piloto Asia can help you with the following: 

  1. We can act as your local director to help you set up your business. Our role as a nominee director is just to help you meet the regulatory requirement. Piloto Asia and the nominee director will not involve in your day-to-day operation.

  2. We can also help you meet the requirements for incorporating your company and acquire the necessary permits and licenses.

Types of Business Entities in Singapore

When it comes to your new company formation, the most significant decision you'll ever make is to what type of business structure (or legal entity, if you will) you choose for the company. Your decision can affect various aspects of the business, ranging from tax rates to credibility to liability. 

Each business structure will have its own pros and cons, so it’s up to you to decide which one will meet your needs.

Private Limited Company

Piloto Asia recommends companies to register as a private limited company. A Pte Ltd company is an LLC (limited liability company) where shares are held by 50 individuals or less. These shares cannot be publicly traded and are only available to other members of the company.

Most of the privately incorporated companies are registered as Pte Ltd, including us Piloto Asia. Shareholders of the company can be individuals or corporate entities, or a mix of both.

Pte Ltd company is also the ideal choice because of its flexibility, robustness, and scalability. 

Sole Proprietorship

A sole proprietorship is the simplest form of business structure, but also the riskiest, in Singapore. From a legal standpoint, a sole proprietorship is not equivalent to a separately incorporated business entity, meaning the owner and business are treated equally. 

The owner owns all the assets and liabilities of his or her business. There are no forms of protection offered to personal assets from various business liabilities and risks. 

What this means is that because you're registered as a sole proprietor, your liability is unlimited. If the owner can't pay the business debt incurred, the creditors will come after your personal assets. Example creditors include banks, utility providers, suppliers etc. 

But a lot of entrepreneurs are unaware of this specific financial risk. When it comes to registering your Singapore companies, we advise against registering as a sole proprietor unless the company needs to register as one. 

Partnership

A partnership structure addresses the sole proprietorship's limited ability to expand. A partnership is made up of two or more people who co-own the business and has no legal existence separate from the partner, meaning a partnership can be dissolved through death, retirement, and incapacity of a partner, and insolvency. 

Like sole proprietorship, partnerships are ideal only for specific situations. 

In Singapore, there are three types of partnerships:

1 - General partnership

A general partnership is formed by a minimum of 2 persons and a max of 20 persons. Partners pay their tax as personal income tax based on the share of income from their partnership. 

Like sole proprietorship, partners have unlimited liability, so personal assets aren't protected in debts and insolvency cases. Partners can be held liable for the actions of the other partners.

2 - Limited Partnership

A limited partnership is an alternative form of the general partnership structure. The limited partners' liabilities are limited to their initial investment in the partnership, be it capital or property. But limited partners cannot participate in the business management process. This makes it difficult for companies like us to recommend to our clients. 

3 - Limited Liability Partnership

LLP or limited liability partnership is a more recent and more advanced form of partnership than Limited Partnership and General Partnership. 

As LLP, owners have the flexibility of operating as a partnership but also enjoying the benefits of a corporate structure like a Pte Ltd. Like the other partnerships, LLP requires at least two partners at all times during the business is in operation. 

LLP's are meant for professional service providers such as accountants, architects, and law firms where two or more professionals build a joint practice in their field. When you register as an LLP, ACRA might require additional vetting from other agencies before your company is registered. 

Public Limited Company

A public limited company is another form of LLC, but they may offer their shares to the public instead of a private limited company. They’ll also need at least 50 shareholders to start with. They are also subject to closer scrutiny by the Singapore government because they’re involved with raising funds from the public. 

Public limited companies are also listed on the stock exchange when they meet the requirements and desire to do so. A PLC is outside the scope of our services since the PLC structure is for large businesses. 

Public Company Limited by Guarantee

A public company limited by guarantee is another type of business structure that is meant for non-profit organizations.  

Foreign Company Registration Options

If a foreign company wants to set up their business in Singapore, they can have the option of registering as a Singapore subsidiary office, representative office, and branch office.

  1. Subsidiary Company: Registering as a subsidiary company means that the company takes up a private limited company structure in Singapore, and the parent company is its shareholder. For small and medium-sized foreign companies, a Singapore subsidiary company is the ideal choice for company registration.

  2. Branch Office: Branch office is the extension of the parent company. Because it’s not a separate legal identity, this means that the branch office's liability extends to the parent company. 

  3. Representative Office: A representative office registered in Singapore means that it's in the country for a temporary arrangement for conducting market research activities. It does not have any legal status in Singapore and cannot engage in any activities that yield profit. 

What Factors Can Affect Your Decision in Selecting a Business Structure?

As an aspiring business owner in Singapore, you might have this question: what type of structure does your business need? 

Well, your business structure will depend on the following factors. 

Number of Owners, Partners, and Members

If you intend to be a sole proprietor, then registering as a sole proprietorship can be beneficial. You, and only you, are in charge of making the business decisions.

If you plan to build your company around two or more professionals, you can register as an LLP. 

If you're a group of 1 to 50 individuals who own part of the capital of a business at limited risk, then you can benefit from registering as a private limited company. 

Initial Investment

Starting as a sole proprietorship is possible for you even if you plan to convert to a private limited company. It is an option provided to you by the ACRA, so you don't have to worry about establishing the structure when you register the business. 

Liability

The business structure will dictate your company's liability. In this case, a sole proprietorship and members in an LLP's liabilities are unlimited. Their assets are also at risk. For shareholders in a Pte Ltd, their liability is limited to the investments in their shares. Their assets are safe. 

Income Tax Rates

A private limited company pays corporate taxes up to 17% on its taxable income. Owners and shareholders don't need to pay it. 

Sole proprietors and partnerships will have to pay a personal income tax of up to 22% on their business income. 

Funding and Capital for Expansion

If you're looking to expand sometime soon, structuring as a private limited company gives you more credibility. It's easier to navigate banks and financial institutes' bureaucracy when your business is a Private Limited Company. 

The credibility of businesses registered as sole proprietorships or partnerships will depend entirely on their members, making it difficult to secure capital for growth. 

Why Should You Set Up a Private Limited Company (Pte Ltd)? 

Unless specified by our clients, Piloto Asia recommends registering as a Pte Ltd because of the numerous benefits it can enjoy. 

Separate Legal Entity

A Private Limited Company is a separate legal entity. This means that the liability of a PLC is separate from its shareholders and directors. This means that PLCs can go into contractual transactions and carry out activities such as acquiring assets. They can also sue or be sued under the company’s name. 

Ease of Capital Raising

Private limited companies find it easier to raise capital to expand the company or bring in new shareholders or by issuing more shares to the existing shareholders. 

Investors are more likely to buy shares from a company where there is a separation between business assets and personal assets. Banks in Singapore also prefer to lend money to limited companies than any of the other business structures.

Private Limited Companies and Its Shareholders Enjoy Limited Liability

Pte Ltd's shareholders' liability is based on the agreed amount that they contributed to the company's capital. In other words, the more capital a shareholder invested, the more liable they are for the company. It also goes the same way for debts. A shareholder's contribution to the debt liability is higher if their invested capital is even higher. 

Ease of Transfer of Ownership

You can also transfer ownership of the company, be it partial or whole, without having to disrupt your operations or going through intense legal proceedings. The company's ownership can be transferred by selling all of, or part of, the owner's total shares. Issuing new shares to new shareholders, or current shareholders, is also one way of transferring ownership when you register as a PLC.

Guaranteed Perpetual Succession

In the event of a resignation, insolvency, incapacity, or the untimely demise of a shareholder, a private company's existence will continue through the ease of transfer of shares or the ease of changes made between shareholders, thereby guaranteeing continuation in perpetuity.

Private Limited Companies Have a More Credible Image

Private limited companies have a better image than sole proprietorships or partnerships. This makes you attractive for investors too. Your business is also more likely to be taken seriously by bankers, suppliers, clients, and other professionals. 

Enjoy Tax Benefits and Incentives

Private limited companies in Singapore are very efficient tax entities. They enjoy a corporate tax rate of 9% for profits up to S$300,000 and is capped at 17% if it's higher than S$300,000. 

Pte Ltds also take advantage of Singapore's single-tier tax policy, meaning that once income is taxed at a corporate level, dividends are shared and distributed to the shareholders tax-free. 

Closing

There you have it. That's everything you need to know and more on how to register a company in Singapore. 

If you plan to set up a company, you may check out our Singapore Company Incorporation services for reference. If you need further advice, Piloto Asia will be more than happy to answer all of your questions regarding Singapore company registration, hiring company secretaries, Tax matters and more.