Company Setup in Singapore

How to Set Up a Local Company in Singapore

If you are a foreigner and want to set up a business in Singapore, you need to comply with a set of requirements for your Singapore Company incorporation.

Procedural Details and Applicable Requirements

The step by step processes and requirements for company set up in Singapore are outlined below

01. Reserving a Business Name

Choosing a Company Name

Once you have decided a suitable name for company set up in Singapore, search BizFile+ to find out whether the name is available.

Registering a Company Name

You must first register a business name via BizFile+ before you can register/incorporate your business entity. The name application costs $15. After the name application has been approved, the name will be reserved for 120 days.

Specifying Business Activity

During the name application, you must also specify the primary and secondary activities of your business by choosing the most relevant Singapore Standard Industrial Classification (SSIC) code corresponding to your business activity.

02. Determining the Company Type

You must also choose the type of company structure that you want to adopt for a company set up in Singapore.

There are two types of companies viz Public Company and Private Company. These two types of companies are further classified as

Private Company

Private Company is Limited by Shares, a maximum of 50 shareholders are allowed.

Exempt Private Company (EPC) having 20 shareholders, maximum and no corporation can be a shareholder.

Public Company

Public Company, Limited by Shares may have more than 50 shareholders. May raise capital by offering shares or debentures to the public. Must register a prospectus with the Monetary Authority of Singapore (MAS) before making any public offers.

Public Company, Limited by Guarantee is usually formed to carry out non-profit making activities such as promoting arts etc. and has members instead of shareholders. These members must agree to pay a fixed sum in case the company is wound up.

03. Appointing Directors, Company Secretary and Other Key Personnel

A Director is a person in charge of managing the affairs of the company. He must make decisions objectively and in the best interests of the company.

Every company must have at least 1 director who is locally resident in Singapore and must be At least 18 years old; with full legal capacity and either a Singapore Citizen or Singapore Permanent Resident or a Employment Pass holder of the said company, an individual must get Employment Pass approved from said company before he/she can be act as Director under ACRA

Company Secretary must be appointed within 6 months from its incorporation date and must be a natural person and a resident in Singapore. However it is recommended to appoint company secretary from date of incorporation of company.

The position of a company secretary must not be left vacant for more than 6 months. The sole director of a company and the company secretary cannot be the same person.

Key Personnel must also be appointed by the company. A company can choose to appoint a Chief Executive Officer (CEO) and Managing Director to manage and oversee all or part of the company’s business. It is not compulsory to appoint either the CEO or Managing Director with ACRA.

Every company must appoint an auditor within 3 months of its company set up in Singapore unless it is exempted from audit requirements under relevant sections of the Companies Act. Read more about the small company concept for audit exemption here.

Foreigners desirous for a company set up in Singapore must engage the services of a registered filing agent e.g. Accounting services in Singapore to submit the online application and employ a director meeting the requirements of Directors.

You can opt to reside outside Singapore after the company set up in Singapore. However, if you wish to be present in Singapore to manage the company operations, you must seek approval from the Ministry of Manpower (MOM) and apply for applicable work permit to work for your company and live in Singapore.

Done with your Singapore Company Registration! Now it is time to address 12 Compliance Requirements

04. Shares and Shareholders

The company must have at least one shareholder for the company set up in Singapore. You will need to provide the personal identification details, contact information (telephone number and e-mail address), and residential address of each of the shareholders when applying online and must also indicate the amount of issued capital and minimum issued capital must be at least $1.

There is no minimum paid-up capital requirement for a company set up in Singapore.

Generally, a company issues two main types of shares, Ordinary shares and Preference shares.

05. Registered Office Address and Constitution

You must provide a registered office address during your application for a company set up in Singapore. A registered office address refers to the place where all communications and notices to the company are addressed to, and the place where the company’s register and records are kept.

A registered office must be operational and accessible to the public during normal office hours, but need not be where the company conducts its activities (e.g. the registered office address may be in Raffles Place but the factory could be located in Tuas).

The constitution is a legal document describing the key characteristics of the company and contains the rules and regulations for its governance and operations and a must for company set up in Singapore.

It must state the rights and responsibilities of the directors, shareholders and company secretary.

A copy of your company’s constitution must be submitted when applying for company set up in Singapore and also a copy signed by the subscribers (‘shareholders’) shall be kept at the registered office of the company. Any alteration of the constitution will involve the passing of a special resolution.

06. Deciding on a Financial Year-End

You must also decide on the first financial year-end (FYE) for a company set up in Singapore. The FYE will determine when the corporate filings and taxes are due. Common choices by companies include 31 March, 30 June, 30 September or 31 December.

You must also decide whether your accounting period covers 12 months or over 52 weeks for a company set up in Singapore.

Companies must notify ACRA of any subsequent change in FYE. A company cannot change its FYE without Registrar’s approval.

07. Submitting Your Application via Bizfile+

When you have all the information you need, you may log in to BizFile+ to submit your application. You will need the transaction number of your approved company name application for company set up in Singapore.

How to Register

For company set up in Singapore, log in to BizFile+ using your SingPass (for first-time registration) to submit the online transaction. To register a SingPass account or check your eligibility for SingPass, you need to visit the official website www.singpass.gov.sg.

Once you have set up the company, you will need a CorpPass to file transactions in Bizfile+. To register for CorpPass, you need to visit the website www.corppass.gov.sg.

Email notification for endorsement will be sent to the appointed officers. This email is also accessible from the dashboard in Bizfile+. All the company’s directors, shareholders and company secretary must endorse their consent online via Bizfile+ within 60 days from the date of email notification. The fee for registering a company is $300. You can pay using credit/debit card (Visa, MasterCard or American Express), PayPal, Apple Pay and Google Pay.

License and Approval

Depending on the business activity of the company, you may need to apply for licence or approval from other government agencies before commencing business.

08. Annual Compliance Requirements

After a company set up in Singapore, the director of a company has to comply with several statutory obligations under the Companies Act. Some of these key obligations including

Companies, unless exempted, are required to hold an Annual General Meeting (AGM).

All companies must file their annual return within 7 months after the closing of the financial year-end.

A Register of Registrable Controllers with beneficial ownership information must be kept with the company.

All companies must maintain with ACRA an electronic Register of Members mentioning all shareholders and all companies’ electronic Registers of Members.

Companies must maintain electronic registers of directors, secretaries, auditors and CEOs with

Companies are required to update ACRA within 14 days of any changes to the company’s name, address and business activity.

Companies are required to update ACRA within 14 days of any changes to the personal particulars of company officers and shareholders.

Conclusion

You are required to go through the above steps to avoid any chances of submitting a wrong document that could cause your company to get either disapproved or your registration process approval delayed. All the steps above will guide you step by step on your Singapore Company incorporation.

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