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INCORPORATION

How to Register a Company in Singapore: A Complete Guide

February 2022

Veli Kattoulas

Registering your company in Singapore has several benefits, but this process is not easy. Before you dive in, read this full-on guide covering pre and post-company registration and compliance requirements. This guide includes a timeline, so make sure to bookmark it.

If relocating to Singapore to operate your company is in the plans, read the following guides on Singapore Immigration and Work Visas.


Things to know before registering a Singapore company?


The most common type of business entity to set up in Singapore is a private limited company due to being recognized as a separate legal entity and tax incentives.

A private limited company is limited by shares and has a separate legal entity from its shareholders. It is recognized as a taxable entity in its own right. As a result, shareholders of a Singapore private limited company are not liable for its debts and losses beyond their amount of share capital.

All companies in Singapore must be registered with the Accounting & Corporate Regulatory Authority (ACRA) and abide by the Companies Act. The following steps will help you gain an easy understanding of incorporating a company in Singapore:

Minimum Company Registration Requirements
Documents to provide your service provider
Pre Incorporation process
Post Registration and Compliance matters to be noted
Open an SG Bank Account

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Minimum Company Registration Requirements


  • 1 Shareholder (either individual or corporate entity)

  • Initial paid-up share capital of at least S$1

  • 1 Resident Director

  • 1 Company Secretary

  • A physical Singapore registered office address


Documents to provide your service provider


IMAGE: Documents for company registration in Singapore


1. Company Name

The company name must be approved by ACRA before the Singapore Company can be incorporated. ACRA will reject a proposed company name for the purpose of incorporation if it is:

  • Identical to another existing Company Name

  • Undesirable names

  • Similar to established brands or trademarks


2. Shareholders

They are a person or a corporate entity who subscribed for shares in the company or by purchasing the company’s shares. Singapore Companies Act allows a minimum of one and a maximum of 50 shareholders for a Singapore Private Limited Company where either a corporate or individual shareholder is appointed. A director and shareholder can be the same or different person. 100% local or foreign shareholding is allowed.


3. Local Resident Director

Singapore Private Limited Company must have at least one director who must be an “ordinarily” resident in Singapore (Singapore citizen; Singapore permanent resident). The director must be at least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice in the past. Directors can also be shareholders or vice versa. There is no limit on the number of additional local or foreign directors a Singapore Private Limited Company can appoint.


4. Company Secretary

All Singapore Companies must also appoint a competent Company Secretary within six months of incorporation, whose main responsibility is to ensure regulatory compliance. The company secretary must be a natural person who is “ordinarily” resident in Singapore.


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5. Paid-up Capital

The minimum paid-up capital for registration of a Singapore company is S$1 or its equivalent in any currency. The minimum issued capital is one share of par value. “Bearer” shares or “No par value” shares are not permitted. The paid-up capital can be increased anytime even after the incorporation of the company.


6. Registered Address

The registered address must be a physical address and cannot be a PO Box. Use of residential addresses is allowed for certain types of business. Companies must also have a registered office to which all notices and official documents may be sent and at which the company is to keep the various registers that it is required to maintain under the law.

Thinking of Incorporating in Singapore?

Reach out to our team to find out more about our incorporation package


Timeline for the company registration?


The company name reservation typically takes up to a day. They are 3 possible outcomes, namely approved, rejected, or referred. 

  • Approved – Ready to process for incorporation step.

  • Rejected – If it is too similar to an existing name. 

  • Referred – If the name is considered to be sensitive, or if it includes specific references to regulated industries, e.g., media, nutrition, or school, the application will be referred to the relevant authority for approval which can take from 7 days up to 2 months for approval.


Once approved, the name will be reserved for a period of 60 days and incorporation should be completed within this period. If not, an extension will need to be applied or resubmission will be required.

It is important that all information and identification documents were submitted to prevent any delay in compliance approval. Additional documents may be requested by the compliance team for further verification or certain documents will be required to be notarized. 

The whole process can take up to 14 days but is highly dependant on having all the documents ready for the initiation and to help streamline the process for a shorter timeframe.

Related Read: More information on Singapore company incorporation options for foreign individuals


Pre Incorporation process?


Here are the steps to register a company in Singapore: 

Steps

Procedure

Responsibility

Notes

1

Complete pre-incorporation form to expedite the business registration process

Client

Singapore Pre-Incorporation Form

.

Upon receiving the information and KYC documentation:

2

Review your documentation to ensure that all required documents have been provided. Our compliance team will then conduct a due diligence review before approving the on-boarding of you as a client.

Lanturn

 

3

Issue Invoice/ Payment of Invoice

Lanturn/ Client

Upon receipt of payment, we will begin the incorporation preparation process

4

Reserve the company name and upon approval prepare all required documents.

Lanturn

 

5

The signing of incorporation documents

Client

Sent out via emal for e-signature

Upon completion of the above:

6

Incorporate the company with the Accounting & Corporate Regulatory Authority of Singapore (ACRA)

Lanturn

 

7

Issuance of corporate documents:

Share certificates for each of the shareholders

Statutory Registers

Lanturn

 

8

Prepare company resolution and supporting documents for bank account opening

Lanturn/ Client

 



Post Registration and Compliance matters to be noted


Following are the Post Registration and Compliance things to be noted:


  • Licenses and Permits

Some business activities in Singapore are subject to regulation by government authorities. Even if your business firm has been registered you cannot begin operation or provide service unless your company receives the necessary approval or license from the relevant government authorities before company Incorporation.

Private schools, travel agencies, liquor distributors, moneylenders, banks, financial advisers, are some examples of businesses that need permits to operate.


  • Registration Number

The business registration number issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.


  • Custom Registration

If your business activities involve import, export, and transhipment in and out of Singapore, you will need to register your company with Singapore Customs and obtain a CR Number or commonly known as Custom Registration. The central registration number is mandatory for Singapore companies or organizations engaged in trading activities.


  • Singapore Goods and Services Tax Registration

Goods and Services Tax (GST) is a tax on the supply of goods and services in Singapore and on the import of goods into Singapore. Goods exported from Singapore and international services provided from Singapore are exempt from GST. The current rate is 7%.

All Singapore businesses must register for GST if their annual taxable revenue is more than S$1 million, or currently making taxable supplies and the annual taxable revenue is expected to be more than S$1 million. The business is expected to register for GST within thirty days from the time it is deemed liable.

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  • Registration of Singapore Central Provident Fund (CPF)

The Central Provident Fund or CPF is a compulsory pension fund scheme in which the employer and employee contribute a percentage of the monthly salary to the fund. CPF contribution by the employer is mandatory for all local employees who are Singapore citizens or permanent residents earning more than S$500 a month. The maximum CPF contribution rate for employer and employee is 17% and 20% respectively and can be lower depending on certain factors such as employee age, permanent resident status, etc. CPF contribution for foreign employees is not required.


IMAGE: Post Registration and KYC AML compliance matters in Singapore


Opening a Corporate Bank Account in Singapore


Once the company has been incorporated, you may open a corporate bank account in Singapore with any of the local or international banks based in Singapore. 

Most banks require that the account signatories and directors be physically present in Singapore for paperwork signing when opening the company bank account. If you are unable to come to Singapore, some banks may accept the signing of documents at one of their overseas branches or at a Notary Public.

We are working closely with both traditional bank and digital-only bank to assist clients with remote account opening. You may find more information about OCBC and AirWallex here.

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Ongoing Statutory Compliance Considerations


Once your Singapore Company is incorporated, you must comply with the statutory requirements set by the Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS).

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