All You Want to Know About New Company Registration in Singapore
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Company formation in Singapore is very easy, fast, and simple without much hassle. Singapore has been consistently rated as one of the best countries in ease of setting the business. Singaporean government also offers tax waivers to start-ups and supports them in several ways during the early days of incorporation.
The Accounting & Corporate Regulatory Authority, ACRA functions as the Registrar of the company and oversees the entire process of registration in accordance with requirements stated in Companies Acts, chapter 50.
Foreign entities can’t register themselves and need a local body as a business registration provider. Foreigners are thus advised to engage a local Singaporean corporate service provider for necessary registration. Hiring a local corporate service provider is also equally recommended for local businessmen as they may not be totally acquainted with all the Singaporean laws and registration compliance requirements.
The following three types of companies are allowed to be registered by ACRA
- Private Limited Company
- Limited Liability Partnership
- Sole Proprietorship
The majority of the companies get registered under Private Limited Companies, Pte. Ltd. Because of long term competitive long-term tax advantage. Exempt Private Companies (EPC) and Subsidiary Companies also come under Private Limited Companies.
Following are the requirements for a new company formation in Singapore
- The shareholding norm is very important, and a private limited company must have a minimum of one and can have a maximum of fifty shareholders. Shareholders might be individuals or corporate bodies. ACRA allows 100% foreign shareholding.
- Company Secretary is a must and should be appointed within six months of registration. The company secretary, as an individual person, should be a local resident.
- A local registered address is required for a company office. A PO box is not accepted.
- The share capital or initial paid-up capital requirement is SGD 1 (The currency can be USD as well). Additional share capital can be invested at any point in time.
- A resident director is a must and can be either a Singapore citizen or a Singapore permanent resident or an Employment Pass Holder.
- ACRA approval for name is necessary before initiating the Singapore company incorporation process.
Getting approval of ACRA for your company name. Quick approval of company name is possible if you follow the following guidelines
- The company name must be unique and can’t be the same as an existing company in Singapore.
- Name of the company should be readable enough
- The company name should be free of any vulgar or obscene word.
- The company name shouldn’t infringe any trademark and can’t violate any copyright issue.
- The company name must not be one already reserved by another company.
- The company name may need approval from higher authorities if the name contains words like “Finance,” “Media,” “Bank,” “Broker,” “Legal,” “Educational,” etc. Approval from higher authority may take a few weeks and delay the process.
Once approved, reserving the company name is possible for sixty days. If you can’t incorporate the company within sixty days, an additional sixty days extension is granted by submitting an application to ACRA.
Preparation of Documents to register company in Singapore is the next step once the company name is approved and reserved for you.
The following documents are needed by ACRA
- A brief description of the company stating business activities and the constitution of the company.
- Registered address details of the company.
- Identity proof and address details of all shareholders
- Identity proof and address details of Directors with signed consent to act as directors
- Identity proof and address details of company secretary with signed consent to act as company secretary
- Foreign businessmen need to submit copies of their passports with overseas address details
ACRA needs your corporate service provider to conduct a KYC (Know Your Customer) due diligence in compliance with the international Anti Money Laundering rules (AML). The following documents are needed as a minimum. Documentation requirements in this regard may vary from one corporate service provider to another.
- Verification of identity and address proof documents
- Professional backgrounds of all stakeholders and employees of the proposed company
Submitting an application to ACRA is the final process and can be done online. If all documents are in order, official registration with ACRA can be done in less than an hour. If ACRA needs to refer the registration to other government agencies for additional verification, the registration process may take a few additional weeks.
Once the Singapore company registration process is successfully completed, ACRA sends an official confirmation through email vetting the incorporation of the company with its registration number. The soft copy is treated as a valid registration certificate. A hard copy can also be obtained through an online application.
Fees payable to the Singapore Government can assume two forms, including:
- A fee of S$15 for approval of company name
- A fee of S$300 for registration
Additional supporting documents are required by corporate service providers in compliance with Singapore’s AML requirements
The company constitution adhere to the rules and procedures of the company with purpose, rights, and responsibilities outlined. Newly registered companies can have their own customized constitution or else use the model company constitution issued by the government of Singapore. Minimum requirements that get addressed in the constitution are
- Company’s name
- Outlining policies and procedures and governing day to day activities, e.g., issuance and sale of shares, company meetings, financial statements, official company seal with registration number, dividends, etc.
- Complete details of names, address, and experiences of first shareholders
- A statement expressing limited liabilities
- A statement mentioning that the first shareholders form the company in accordance with this constitution and agree to take the mentioned share capital as the number of shares in the company
ACRA issues the following documents on successful registration
- Certificate of Incorporation
- Company Business Profile in a PDF format
Once the company is registered, and Singapore company formation is done, you can engage in doing business immediately. Few post-registration requirements are there which you need to fulfill
- Opening a corporate bank account
- Applying for business licenses and permits if your nature of business needs one
- Applying for Visa as appropriate
- Registration for Goods and Services Tax (GST)
- Ensuring ongoing compliances by adhering to accounting requirements, convening Annual General Meetings, yearly return filing, corporate tax filing, and announcing the financial year
Corporate Service providers offer prospective companies many services regarding registration & incorporation, post-registration compliance, and other advisory services. They often offer very lucrative packages at a competitive and affordable cost that can free a company from unnecessary hassles and usually help in saving lots of time
Starts at S$315
(When you appoint us as company secretary)
Start with filling our online form, along with uploading the required documents and we would register your new company with ACRA. We manage the process of:
- Checking and then reserving your company name
- Arranging and filling all registration forms
- Organizing your company constitution, that is, memorandum and articles of the company
- Paying the advance professional and filing fees
- Filing with ACRA
Starts at S$800/year
Every company in Singapore is legally-bound to hire or have a company secretary. A company secretary is a person who takes care of your company’s compliance procedures with the relevant authorities such as:*
- Forming or setting up your company and getting ready with all registration forms
- Organizing your company constitution, that is, memorandum and articles of the company
- Arranging your corporate compliance kit with registers, share certificates and minutes book
- Organizing your annual return filing both for your shareholders and directors
Provide a company secretary to your company for one year.
Maintaining all statutory records as required under local laws of Singapore including but not limited to the following statutory registers:
- Register of Applications and Allotments
- Register of Members
- Register of Transfer
- Register of Director, Manager and Auditor
- Register of Directors’ Shareholding
- Register of Debenture
- Send reminder to you for due dates of the statutory filings with ACRA
1. Can foreigners incorporate companies in Singapore?
Yes, a foreigner can incorporate and own a company in Singapore, provided he or she follows the guidelines and steps to the T.
2. Can a foreigner own 100% of the equity in a Singapore company?
Yes, a foreigner or a foreign corporate entity can own 100% of the equity of a company
3. Can a single individual own a company in Singapore?
Yes, one individual can become the director and shareholder of a company; however, he needs another person as a company secretary who is normally appointed by the corporate service provider. He needs to be a resident of Singapore.
4. I am a foreigner and want to start a company in Singapore. What are the minimum legal requirements?
Legal requirements are the same for both Singaporeans and foreigners. The minimum requirements are
- Appointing a qualified local company secretary
- Providing a local address as the registered address
- Appointing a local resident director
- The company needs a minimum S$ 1 share capital
5. What are the requirements for a foreign company setting up one subsidiary company in Singapore?
A subsidiary company is the same as a locally registered private limited company and the same above mentioned requirements are applicable in this case also.
6. Is visit to Singapore necessary to open my company?
It is not required as you can complete all necessary formalities online and without you being in Singapore. However, once the registration is done, you need to visit Singapore for opening a corporate bank account. Singapore banks want you to be physically present in the bank while opening the account.
7. I am a foreigner and don’t have any representative in Singapore who can act as a local resident director. How can I resolve this issue?
You can use Singapore nominee local director service. Many foreigners don’t relocate to Singapore and avail this service for compliance.
8. Can I use Singapore’s specific domain name once I register my company?
Yes, you can use a Singapore specific domain name.
9. Does Singapore comply with the OECD requirement?
Yes, Singapore fully complies with all OECD requirements and prevents tax avoidance.
10. Does Singapore assist Start-Ups?
Yes, Singapore provides one of the best environments across the globe. There are many tax exemptions and cash grants available in Singapore.
11. What is the financial year end for companies in Singapore?
Singapore law allow you to choose your own financial year end for your company.
For your Singapore incorporation, just drop your email id and contact number. We will get in touch with you.
What is a transaction?
Every payment made from or deposited into your company’s bank account is considered as one transaction.
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