How to Register a Company in Singapore
As with most countries, Singapore also has a set of initial and ongoing regulations that one has to abide with before starting and operating a company. This applies to both locals and foreign entrepreneurs. When starting a business in Singapore, bear in mind that most companies in the country are registered as private limited liability companies. These are the most common type of businesses, registered in Singapore and they operate as a separate legal entity. The shareholders also cannot be held liable for the company’s debts beyond the amount of share capital they have contributed. As per the Singapore Companies Act, anyone above the age of 18 years can register a company.
This is a name that must be approved before the firm can be incorporated.
Directors don’t have to be shareholders of the company, but at least one of them must be a Singaporean citizen, a permanent resident or anyone who holds a Dependent pass, an Employment pass or an Entrepass. The company can still appoint more local directors and foreigners too, as long as they are not bankrupt, are above 18 or have not been convicted of a malpractice in the past.
The firm can have a minimum of 1 shareholder and a maximum of 50 shareholders who can also be the directors of the company. The shareholder can be a local individual, a foreigner or other legal entity such as a trust or company. New shares can be issued to them after the incorporation process.
This is a requirement of the Section 171 of the Singapore Companies Act. The company must appoint a qualified company secretary within six months of its incorporation as long as he or she is not a sole director or shareholder. The secretary must be an individual who is an ordinary resident of Singapore.
The minimum paid-up capital (share capital) for registration is S$1 which can be increased anytime after the company has been incorporated. The aspect of Authorized Capital for companies doesn’t apply here.
For Singapore company registration one also has to provide a local Singapore physical address which can either be a commercial address or residential and not a P.O. Box.
Most registered companies in Singapore benefit from attractive incentives and tax exemptions. There are no dividend taxes or capital gains on such companies.
Requirements For Foreigners
Foreigners starting a business in Singapore must engage a professional firm because the law doesn’t allow foreign individuals or entities to self-register their companies. If you don’t plan to relocate to Singapore, there is no requirement for you to obtain a special visa. Therefore, you can operate the business from overseas or use a visitor visa when visiting the companies branches in person. Still, one of the directors of the company must be a local Singaporean. However, if you relocate to Singapore you must obtain an Employment Pass or Entrepreneur Pass work permit which allows you to act as the local resident director of the company. Note that you don’t have to be in the country to register the company unless you are opening a bank account.
- Company Name
- Brief Description of the Business Activities
- Particulars of Shareholders
- Particulars of Directors
- Registered Address
- Particulars of the Company Secretary
- Memorandum of Association (MOA) and Article of Association (AOA).
The incorporation authority will also require the following documents before incorporating the company;
- For foreigners, a passport copy, proof of overseas residential address including other KYC (Know-Your-Client) information like personal and business profile or a bank reference letter.
- For residents of Singapore, only a copy of identity card is required.
- Where the shareholder is a corporate entity, copies of registration documents like Certificate of Incorporation and MOA are required.
Registration Procedure and Timeline
The registration procedure for a company in Singapore is fully computerized by the Singapore Registrar of Companies. The incorporation process is therefore conducted quickly and efficiently normally in 1 to 2 days without any bureaucracy as long as the 2 distinct steps (Company Name Approval and Company Registration) are fulfilled.
The proposed name of the company must be approved first. The approval can take less than an hour unless the name has certain words or elements that must be reviewed by an external government authority which may delay the approval process for a few days or weeks. Quick approval usually comes if the name chosen;
- Is not vulgar or repulsive
- Doesn’t infringe on any trademark
- Is not already taken
- Is not too identical to the name of an existing local company
Once the name is approved, it will be reserved for 60 days from the date of application. Before it expires, an extension request can be filled to extend the name for another 60 days.
The Actual Registration
The filing of the incorporation request is done once the name has been approved. This can take a few hours if the incorporation documents are ready having been signed by both the directors and shareholders of the new company. A S$300 registration fee is payable to the Singapore Registrar of Companies when incorporating the company.
The Certificate of Incorporation issued after registration is usually sent through an official email confirming the incorporation of the company and not as a hard copy. The email includes the company registration number. If you prefer a hard copy, just place an online request to the Company Registrar after the incorporation and pay a fee of roughly S$50. The hard copy can then be collected the following day from the Registrar’s office.
The following items are also important for Singapore company registration as soon as the company has been incorporated;
- The company’s seal
- Share certificates for each shareholder
- Share register showing shares allotted to each shareholder
- A rubber stamp for the company