A Step-by-Step Guide to Company Registration and Incorporation in Singapore

Setting up a company in Singapore is an exciting endeavour, as this vibrant city-state continues to be a global hub for business and innovation. However, navigating the complexities of company formation can be a daunting task without the proper guidance.

This blog serves as your comprehensive Company Setup Guide in Singapore, offering invaluable insights and step-by-step information to help you embark on your entrepreneurial journey with confidence.

Singapore’s strategic location, business-friendly policies, and robust infrastructure make it an ideal destination for both local and international entrepreneurs.

In this guide, we will cover the imperative aspects of setting up a company in Singapore, from selecting the right business structure and understanding regulatory requirements to obtaining necessary licenses and permits.

Whether you’re a budding entrepreneur or an established business looking to expand into Singapore’s dynamic market, this blog will be your go-to resource for a seamless and successful company setup process in this thriving economic hub.

What is a Company Registration in Singapore?

Company registration in Singapore is the process of legally establishing a business entity in the country. It is a necessary step for entrepreneurs and companies looking to operate in Singapore.

The process involves several steps, including choosing a business structure, selecting a company name, preparing the required documents, and submitting the application to the Accounting and Corporate Regulatory Authority (ACRA), the government agency responsible for regulating business entities in Singapore.

Company Registration in Singapore offers several benefits, such as limited liability protection, tax incentives, and access to a thriving business ecosystem. It provides a solid legal foundation to start and grow a business in Singapore and enhances credibility and trust among customers and partners.

It is paramount to note that certain requirements and regulations must be met during the registration process.

Refer to our blog, “How to set up a business in Singapore from Hong Kong?” for your reference.

Why is Company Registration Important?

Company registration is pivotal for several reasons. It provides legal recognition to a business entity, ensuring its validity and credibility. This legal status empowers the company to enter into contracts, own assets, and take legal action.

Registered companies enjoy limited liability, separating personal and business assets and protecting owners from personal financial obligations.

Company registration also provides access to numerous benefits and opportunities, such as government grants, tax incentives, and financing options.

By registering, businesses comply with regulatory obligations and exhibit their commitment to transparency and good corporate governance.

It instils trust and confidence among customers, suppliers, and partners. Company registration allows companies to operate and expand in a structured and organized manner, setting a solid foundation for growth. It attracts investors and fosters long-term sustainability.

For example, a small start-up registered as a private limited company was able to secure funding from venture capitalists and expand its operations internationally, ultimately becoming a successful global brand.

Refer to our blog, “4 Pointers to keep in mind before Setting up a Company in Singapore” for your reference.

Types of Companies in Singapore

Are you looking to establish your business in Singapore? Let’s explore the types of companies you can register in this dynamic city-state. From the well-known Private Limited Company to the versatile Limited Liability Partnership, we will delve into the options available for entrepreneurs like yourself.

Whether you are drawn to the straightforwardness of a Sole Proprietorship or prefer the joint obligations of a Partnership, this section will offer worthwhile insights into each type of company registration in Singapore. Prepare yourself to make well-informed decisions for your business venture!

Refer to our blog, “Types of E-Commerce Business Models in Singapore” for your reference.

Private Limited Company

A Private Limited Company is a prominent business structure in Singapore because of its multitudinous benefits and flexibility. It is a separate legal entity distinct from its shareholders, limiting their liability to the amount they have invested.

Specific requirements must be met to register a private limited company in Singapore. These include having at least one director who must be a Singaporean resident, at least one shareholder, and a registered address in Singapore.

Registering a private limited company involves several steps, such as name reservation, company incorporation, and registration with government agencies.

Once registered, a private limited company can enjoy various benefits, including limited liability protection, access to government grants and incentives, and the ability to raise capital through the issuance of shares.

A private limited company offers tremendous advantages for entrepreneurs looking to establish a business in Singapore.

Limited Liability Partnership

A limited liability partnership (LLP) is a business structure typically chosen by professionals such as lawyers and accountants. Here are some vital aspects to consider when it comes to limited liability partnerships in Singapore:

Definition: A limited liability partnership is a legal entity where each partner has limited liability for the company’s debts and obligations.

Flexibility: LLPs offer the flexibility of a partnership while providing partners with limited liability protection.

Legal status: An LLP is a separate legal entity from its partners, meaning it can enter into contracts, own property, and be a partaker in legal proceedings.

Taxation: LLPs are not taxed at the entity level. Instead, profits and losses are passed through to the partners, who are individually taxed.

Partnership agreement: LLPs must have a partnership agreement in place, which outlines the rights, duties, and obligations of the partners.

Partner liability: Partners in an LLP are not personally accountable for the debts and obligations of the partnership, except in cases of fraud or wrongful conduct.

Pro-tip: It is advisable to consult with a legal professional or a corporate services provider, like Bestar Services, to ensure compliance with all regulatory requirements and to draft a comprehensive partnership agreement that protects the interests of all partners.

Sole Proprietorship

When considering the business structure for your company in Singapore, one option is a sole proprietorship. It is the most straightforward form of business structure, where the business and the owner are considered the same legal entity. It is suitable for small businesses and enables complete control over operations and decision-making.

Operating as a sole proprietorship offers several advantages. It is uncomplicated to set up as there are no complex registration procedures or requirements for shareholders and directors. There is no minimum capital requirement, making it a cost-effective option for entrepreneurs.

One key disadvantage of a sole proprietorship is that the owner has unlimited liability, meaning personal assets can be at risk in the scenario of business debts or legal issues. Unlike a private limited company, a sole proprietorship does not have a separate legal identity from its owner.

To register a sole proprietorship, you will need to reserve your business name, register with the Accounting and Corporate Regulatory Authority (ACRA), and obtain necessary licenses or permits based on the nature of your business.

Refer to our other blog, “A guide on why & how to go for a Sole Proprietorship in Singapore,” for your reference.

Partnership

When considering business registration in Singapore, it is important to understand the different types of company structures available. Partnership is another option for entrepreneurs looking to establish their business in Singapore.

Here are some salient points to note about partnerships:

• A partnership is a business structure where two or more individuals (partners) come together to carry out a business with a common goal and shared profits.
• The Partnership Act governs the partnerships and does not require formal registration with the Accounting and Corporate Regulatory Authority (ACRA).
• Partnerships can be structured as general partnerships, where all partners are personally liable for the partnership’s debts and liabilities, or limited partnerships, where some partners have limited liability.
• Partnerships are relatively straightforward to establish and have fewer compliance requirements than other business structures.
• Partnerships require a partnership agreement that signifies the rights and responsibilities of each partner, profit-sharing arrangements, and procedures for resolving disputes.
• Partnerships do not have a separate legal entity from the partners and are taxed based on the personal income tax rates of the partners.
• Partnering with the right individuals in a partnership provides the opportunity to pool resources and skills for business success.

It is recommended to seek legal advice from the Business Advisory Consultant to ensure that the partnership agreement adequately addresses the interests and obligations of all partners.

Refer to our blog, “How to Register a Partnership Firm in Singapore?” for your reference.

Requirements for Company Registration

Are you planning to register a company in Singapore? Let’s dive into the essential requirements for company registration. We will discuss the criteria for directors, shareholders, company secretaries, and registered addresses.

Each sub-section will provide crucial information and guidelines for a successful registration process. Get ready to kick-start your company registration process with the knowledge you need. Let’s begin!

Director Requirements

When registering a company in Singapore, it is pivotal to fulfil certain director requirements. Here are the steps to meet these requirements:

At least one director: Every company in Singapore must have at least one director who is a natural person and must be at least 18 years old. There are no restrictions on the nationality or residency of the director.

Local director option: If a company does not have a local director, they can appoint a director who is a resident of Singapore. It can be done by engaging a nominee director service or using the services of a corporate services provider.

Director’s residential address: Each director must provide a residential address in Singapore. A P.O. Box address is not allowed.

Director’s consent: The appointed director must provide written consent to act as a company director.

Director’s particulars: All relevant information about the director, such as name, identification details, and contact information, must be provided during the registration process.

By following these steps, you can ensure that your company meets the director requirements for registration in Singapore.

Shareholder Requirements

When registering a company in Singapore, it is vital to understand the requirements for shareholders. Here is a list of shareholder requirements for company registration in Singapore:

Number of shareholders: A Singapore company must have at least one shareholder. It can have a maximum of 50 shareholders for a private limited company.

Shareholder nationality: Shareholders can be of any nationality, including foreign individuals and companies.

Minimum shareholding: There is no minimum shareholding requirement for shareholders. They can hold as little as one share.

Shareholder liabilities: Shareholders in a company limited by shares are not personally liable for the company’s debts and liabilities beyond the amount unpaid on their shares.

Shareholder rights: Shareholders have the right to receive dividends, attend general meetings, and vote on influential matters affecting the company.

Transfer of shares: Shares can be transferred between shareholders or sold to third parties with the approval of the board of directors.

These requirements ensure transparency and accountability within the company and enable smooth operation and management of shares.

Company Secretary Requirements

When registering a company in Singapore, it is crucial to adhere to the company secretary’s requirements. A company secretary plays an integral role in ensuring the company’s compliance with statutory obligations and regulations. The requirements for a company secretary include:

• Qualifications: The secretary must be a natural person and a resident of Singapore.
• Knowledge and Experience: The secretary should possess the necessary knowledge and experience to perform their duties effectively.
• Role and Responsibilities: The secretary is responsible for maintaining and updating company records, preparing and filing statutory documents, and ensuring compliance with corporate governance requirements.
• Appointment: The secretary must be appointed within six months of the company’s incorporation.
• Disqualification: A person cannot act as a secretary if they are undischarged bankrupt or have been convicted of certain offences.

It is essential to appoint a qualified and competent company secretary to ensure compliance with the law and avoid potential penalties. Many companies opt to engage a professional corporate secretarial firm to accomplish this requirement efficiently.

Registered Address Requirements

Choose a physical address: Select a location for your company’s registered address, which can be commercial or residential.

Ensure accessibility: The registered address must be easily accessible and able to receive official correspondence during business hours.

Notify authorities: Inform the Accounting and Corporate Regulatory Authority (ACRA) of your selected registered address during the company registration process.

Maintain accuracy: Keep the registered address updated with ACRA by promptly notifying them of any changes. Failure to do so may result in penalties.

Additional considerations: For foreign-owned companies or those without a local presence, hiring a professional service provider like Bestar Services can meet the requirement for a local registered address.

By following these steps, you can fulfil the registered address requirements and proceed with the company registration process in Singapore.

Refer to our blog, “What are the KYC Regulations for Company Incorporation in Singapore?” for your reference.

Process of Company Registration

If you are starting a business in Singapore, you need to understand the company registration process. From reserving a company name to incorporating the company and registering with the relevant authorities, each step is pivotal in establishing your presence.

This comprehensive section will cover the necessary procedures, legal requirements, and paramount considerations you must be aware of. It will help you ensure that your business can start and operate smoothly in the vibrant and business-friendly landscape of Singapore.

Refer to our blog, “How to Start an Online Business in Singapore in 7 Easy Steps?” for your reference.

Name Reservation

Name Reservation is the foremost step in the company registration process in Singapore. This step lets you reserve a unique name for your company before proceeding with the incorporation process.

• Check the availability of the desired company name using ACRA’s Bizfile+ web portal.
• Prepare alternative names in case your first choice is not available.
• Submit an online application for name reservation through ACRA’s online system.
• Pay the application fee for the name reservation.
• Wait for the approval from ACRA, which usually takes less than an hour.
• Once the name is approved, it will be reserved for 120 days, during which you must complete the company incorporation process.

By reserving your company name, you can ensure that another entity does not take it while you complete the required steps to register your business in Singapore.

Refer to our blog, “How to pick the right name for your Company in Singapore?” for your reference.

Company Incorporation

The company incorporation process in Singapore involves several steps to establish a legal entity. Here is a step-by-step procedure for company incorporation in Singapore:

Choose a business structure: Decide on the type of company you want to register, such as a private limited company, limited liability partnership, sole proprietorship, or partnership.

Company name reservation: Reserve a unique company name through ACRA’s Bizfile+ system.

Prepare company documents: Draft the company’s constitution and gather the necessary supporting documents, such as identification proof and address proof for shareholders, directors, and the company secretary.

Company incorporation: Submit the necessary documents and pay the application fee to incorporate the company through ACRA’s Bizfile system.

Appointment of position holders: Appoint directors, shareholders, and a company secretary according to the requirements and regulations.

Registered address: Provide a local registered address for the company.

SGD 1 share capital: Allocate at least SGD 1 as the minimum share capital for the company.

Registration with authorities: Register the company with other relevant government agencies, such as the Inland Revenue Authority of Singapore (IRAS) and the Ministry of Manpower (MOM), if applicable.

Singapore has streamlined the company incorporation process to attract both local and international businesses. The efficient and transparent registration system, supported by secure websites and trusted service providers, has made Singapore a primary destination for entrepreneurs.

The government’s proactive measures, including the straightforward online registration process and a wide range of supporting resources, have facilitated the growth of businesses in Singapore.

Refer to our blog, “Key Legal Documents Every Startup Should Consider for their Business in Singapore” for your reference.

Registration with Authorities

When registering a company in Singapore, it is paramount to follow the proper procedures and complete the necessary steps to ensure compliance with the authorities. Here is a simplified list of the registration process:

• Reserve your business name through ACRA’s Bizfile+
• Prepare the required documents, including the company’s constitution, statement of affairs, and supporting documents.
• Submit the application fee and all the necessary documents to ACRA.
• Once approved, complete the company incorporation by signing the required documents.
• Register with the relevant authorities, such as the Inland Revenue Authority of Singapore (IRAS) and the Central Provident Fund Board (CPF).
• Obtain a registered address for your company and update it with ACRA.
• Appoint a company secretary who meets the requirements set by ACRA.
• Ensure compliance with regulatory obligations such as submitting annual returns and financial statements.

It is advisable to seek assistance from trusted websites, professional firms, or government agencies to ensure a smooth registration process.

Refer to our blog, “Essential Must-Have Certificates for Company Incorporation in Singapore” for your reference.

Benefits of Registering a Company in Singapore

When considering where to register a company, Singapore offers numerous benefits that make it a foremost option for entrepreneurs. Here are some salient advantages of registering a company in Singapore:

Tax incentives: Singapore offers a competitive tax regime, including low corporate tax rates, lucrative tax incentives, and various tax treaties.

Business-friendly environment: The city-state provides a business-friendly environment with efficient infrastructure, transparent regulations, and robust intellectual property protection.

Strategic location: Singapore’s strategic location in Southeast Asia facilitates easy access to regional markets and enables companies to tap into the vast business opportunities in the Asia-Pacific region.

Political stability: Singapore has a stable political environment, which is crucial for long-term business planning and investment security.

Strong legal system: The country has a well-developed legal system that upholds the rule of law, ensuring fair business practices and dispute resolution.

Talented workforce: Singapore boasts a highly skilled and diverse workforce supported by a remarkable education system and excellent infrastructure for business operations.

By considering these benefits, entrepreneurs can make an informed decision about registering their companies in Singapore.

Refer to our blog, “How to raise funding for starting a new business in Singapore” for your reference.

Considerations for Foreigners Registering a Company

When considering registering a company in Singapore as a foreigner, there are several vital considerations to keep in mind to ensure a smooth process.

Eligibility: Foreigners must have a resident director who is either a Singaporean citizen, permanent resident (PR), or an Employment Pass holder.

Engaging a professional firm: It is highly recommended to hire a professional firm, like Bestar Services, specializing in company registration to navigate legal and administrative requirements.

Legal requirements: Foreigners must comply with the legal requirements set by the Accounting and Corporate Regulatory Authority (ACRA) in Singapore, such as submitting the necessary documents and paying the registration fees.

Business structure: Choose the most suitable business structure, such as a private limited company, branch office, or representative office, based on the nature of the business and the future expansion plans.

Taxation and incentives: Comprehend the tax obligations and incentives available for foreigners, such as the Corporate Income Tax scheme and the Global Investor Programme.

By considering these factors, foreigners can navigate the process of registering a company in Singapore successfully.

Refer to our blog, “A comprehensive guide to Personal Income Tax in Singapore for Foreign Company Owners and Directors” for your reference.

Key Takeaways:

• You will have comprehended what Company Registration in Singapore is and why it is important.
• You will have understood the Types of Companies in Singapore, such as Private Limited Company, Limited Liability Partnership, Sole Proprietorship, and Partnership.
• You will have a firm idea about the Requirements for Company Registration and Company Registration Process.
• You will be familiar with the Benefits of Registering a Company in Singapore and aspects Foreigners should consider for Registering a Company.
• To summarize, you will be well-equipped with profound knowledge and have clarification on how to start your business/company in Singapore.

Some Facts About Company Registration in Singapore:

✅ Singapore requires at least one shareholder for company registration.

✅ The maximum number of shareholders permissible for a Singapore private limited company is 50.

✅ Singapore-resident and foreign-resident individuals can be directors for a registered company in Singapore.

✅ A company secretary who resides in Singapore is required to ensure regulatory compliance.

✅ A registered address in Singapore is needed for company registration.

Frequently Asked Questions

1. Can a foreign individual or company be a shareholder of a Singapore private limited company?

Yes, foreign individuals or companies are allowed to be shareholders of a Singapore private limited company.

2. Are corporate directors permitted in a Singapore private limited company?

No, corporate directors are not permitted in a Singapore private limited company.

3. What is ACRA’s Bizfile, and how does it simplify the process of registering a company in Singapore?

ACRA’s Bizfile is an online platform that simplifies the process of registering a company in Singapore. It allows for the submission of documents electronically, eliminating the need for faxes, scanned documents, couriers, or mail.

4. What is a company’s constitution, and can I adopt a Model Constitution instead of creating my own?

A company’s constitution outlines the rules and regulations governing the company. Yes, if you don’t want to create your own constitution, you can adopt the applicable Model Constitution provided by ACRA.

5. Can I register a different type of business structure, such as a sole proprietorship or partnership, in Singapore?

Yes, besides registering a Singapore private limited company, you can also register a sole proprietorship or partnership in Singapore.

6. How can I ensure the security of my sensitive information when registering a company in Singapore?

It is imperative only to trust and share information on official and secure websites identified by a lock symbol (secured with a digital certificate) or the use of https:// in the website URL to ensure the security of your sensitive information. Government agencies in Singapore communicate through gov.sg websites, such as go.gov.sg/open.