What You Need to Know About Business Registration in Singapore

Singapore, one of the “Four Asian Dragons,” offers a wealth of opportunity for growing companies.

Due to its tax exemptions for new businesses, strong economy, well-established capital markets and financial system, and advantageous geographic location, the city-state consistently ranks as the best place in the world to conduct business.

Investors and organizations are urged to incorporate their business in Singapore if they want to increase their footprint in Asia. Continue reading to find out everything there is to know about Singapore business registration. 

Singapore company registration requirements 

Several conditions must be satisfied in order to form a corporation in Singapore. Here are some of them:

Directors 

Singapore locals and foreign nationalities are both permitted to serve as directors of Singapore companies. Corporate directors are not allowed, and companies must have at least one director who is a Singapore resident. A person who is a Singaporean citizen, a permanent resident of Singapore, or who has an employment pass is referred to as a “Singapore-resident.”

Shareholders 

In Singapore, businesses must have one shareholder at the very least and no more than 50. Shareholders may be Singaporeans, foreigners, or lawful permanent residents. Shareholders may also be corporate entities, and 100% foreign ownership is permitted. 

Company Secretary

In Singapore, a company secretary is in charge of making sure that a business abides with the appropriate rules and laws. Within six months of incorporation, businesses must name a company secretary, who must be a resident of Singapore. While maintaining statutory registers like the register of substantial shareholders, the company secretary also ensures that board members uphold their obligations to the firm.

Share Capital 

The minimum paid-up capital required to form a corporation in Singapore is S$1. The share capital may be increased at any time following registration.  

Company Name 

Singapore’s Accounting and Corporate Regulatory Authority must authorize a company’s name (ACRA). Companies are not allowed to commence business before their company name has been approved.

Registered Address 

A local registered address in Singapore, which cannot be a PO Box, is required for all companies. The local registered address should house all of a company’s official paperwork.

What are the types of companies in Singapore? 

In Singapore, there are three different kinds of businesses. Each business has unique requirements that set it apart from the competition. The following are these:

Private Limited Companies (Pte Ltd)

The most typical business structure in Singapore is a private limited company (Pte Ltd).

 A private limited company is the most advanced company structure in Singapore when compared to other business structures. In comparison to other company forms, it is also more adaptable and scalable.

Less than 50 shareholders and an inaccessible share registry are two characteristics of a private limited business.

Shareholders of this kind of business might be both individuals and organizations.

Sole Proprietorships 

Although this form of company is simple, there is more risk involved. This is because they are personally responsible for their company.

A sole proprietorship is not a separate legal entity in Singapore. As a result, the owner and the company are seen as one.

The owner may be an individual or a legal entity, but they must be either Singaporeans, residents in good standing, or EntrePass holders.

The personal assets of an owner are not shielded from a company’s business hazards under this type of structure. As a result, it is advised that potential business owners refrain from filing their organization as a sole proprietorship.

A sole proprietorship is not eligible for tax breaks and is subject to personal income tax rates.

Limited Liability Partnership (LLP)

The characteristics of partnerships and companies are combined in a limited liability partnership (LLP). An individual partner’s own liability is often constrained in this type of company. 

A limited liability partnership is held by a minimum of two partners, persons, or body corporate members and is a separate legal entity from its partners. It is customary to carry a profession, such as architects or lawyers, who seek to collaborate and build a practice in a similar industry.

 If a partner in a limited liability partnership is an individual, profits are taxed at that partner’s personal income tax rates. If the partner is a body corporate, however, profits are taxed at the corporate tax rate.

Only Singapore citizens, permanent residents, or owners of an EntrePass are eligible to form a limited liability partnership. It works best for legal entities with two to 20 partners (those above 20 partners need to register as a Pte Ltd).

Steps to establishing a new company in Singapore 

In Singapore, establishing a new business is not only quick and affordable, but it may also be completed fully online.

The three main procedures are obtaining ACRA approval for a company name, putting together the required company registration paperwork, and registering the firm with ACRA.

The only costs are a S$15 application charge for the company name with ACRA and a S$300 government fee for the firm’s registration with ACRA. 

Step 1. Approval of company name 

Companies in Singapore must have ACRA approve their name prior to registration. The following rules must be followed during this simple online process:

A company name MUST NOT:

Infringe on any trademarks 

Be identical to any existing business in Singapore 

Be classified as vulgar 

Be reserved by another business 

The approval procedure typically takes less than an hour, provided that a company name complies with ACRA rules. However, if the name is sent to another government agency for additional clearance (which may occur if the name contains regulated business words like “legal” and “financial”), this procedure could be delayed.

A company may reserve a name for up to 120 days after it has been authorized. The name gets freed and open to other parties if it is not incorporated within that time frame.

Step 2. Preparation of company registration documents 

The following step is to make sure the documents listed below are ready after a company name has been approved. ACRA stipulates that the following papers be submitted, and they must be in English or duly translated into English:

Company Constitution (formerly known as the Article of Association). The ACRA can provide you with the standard Singapore Company Constitution, which includes provisions that are thought to be fair for all parties engaged in the formation.

 Signed Consent to Act as Company Secretary by the company secretary.  

Signed Consent to Act as Company Director by each director of the company. 

Identification and residential address details that apply to each director and company shareholder. 

Corporate Service Providers of businesses are required to carry out Know Your Customer (KYC) due diligence in compliance with AML requirements. The following supporting documentation will likely be needed in order to perform this:

Verification of ID and address proof documents 

Professional background pertaining to officers and stakeholders of the proposed company

Step 3. Registration with the Singapore Company Registrar, ACRA 

A company can now register with ACRA once all of the incorporation documents have been created.

It typically takes less than an hour to complete this online process. The process could take several weeks to complete if the company registration needs to be forwarded to another government body for additional approval.

What happens after company incorporation? 

Certificate of Incorporation – ACRA will email companies a certificate of incorporation confirming their company’s registration. This is their legitimate Singapore Company Incorporation Certificate, which also has a unique business registration number for a company.

Business Profile (Bizfile) – Companies may also acquire a free business profile (Bizfile) from ACRA. This profile effectively serves as the company’s internet business card.

Business License Application – Companies could also need to submit an application for a business license after registering and before opening for business. Depending on the kind of transaction being done, this will vary.

Corporate bank account – Following successful registration, businesses can open a corporate bank account. Any of Singapore’s main banks will allow you to open this account.

Goods and Services Tax – Companies must register for the Goods and Services Tax if they anticipate having an annual revenue of more than S$1 million (GST).

Summary

There is very little red tape involved in establishing a company in Singapore, one of Asia’s top marketplaces for doing business. Singapore is one of the most alluring commercial hubs in the world due to its robust trade and investment prospects as well as its low corporate tax rate.

There is very little red tape involved in establishing a company in Singapore, one of Asia’s top marketplaces for doing business. Singapore is one of the most alluring commercial hubs in the world due to its robust trade and investment prospects as well as its low corporate tax rate.

Choosing a suitable company name, completing the necessary paperwork, and registering the business with ACRA are all steps in the registration procedure for a company in Singapore. Online completion of this procedure makes it quick, easy, and affordable.

Companies in Singapore are required to have a resident company secretary, a shareholder, and a director. Additionally, they must have a Singaporean registered address and start-up capital of at least S$1.

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