company registration singapore

Company Registration (Singapore): A Step-By-Step Guide

If you want to set up a Singapore company, we have fantastic news – the process for company registration in Singapore is relatively straightforward and red-tape free. 

First, you’ll need to select a desired business structure for your Singapore company. Next, you’ll be expected to register your Singapore business with ACRA or Accounting and Corporate Regulatory Authority. And finally, it’s important to set up a corporate bank account before you start trading.

In this guide, Instant Loan reveals everything you need to know about Singapore company registration. We’ll walk you through the process in easily digestible steps, so you can choose a business structure and start raising your business profile.

How to Start a Singapore Company

The Singapore company registration process involves three key steps. These are: 

1. Select an appropriate business structure for your new company.

2. Register your Singapore company, office address, and business activities with the ACRA.

3. Set up an appropriate bank account for your Singapore business.

At first glance, this all sounds very easy – and it is – but there are a few important things you’ll need to get your head around before you get started, from typical business structures and business licenses to corporate bank account requirements and what supporting documents you’re going to need. 

 

Types of Singapore Company – Private Limited Company and Other Singapore Companies

There are several different types of Singapore companies, and you’ll need to select the appropriate business structure for your business in Singapore before you can get started with business registration. The types of companies most entrepreneurs in Singapore go for include:

Sole proprietorship –Which has one sole owner. Choose your company name and operate independently.

Partnership – Which has two or more owners, whom usually have equal say over business decisions, such as the business name and company finances.

Singapore Private Limited Company or Limited Partnership (LP) – Which has two or more partners, with at least one general partner and limited partner, respectively. An LP has no separate legal entity from its partners.

Limited Liability Partnership (LLP) – Which gives business owners the flexibility of functioning as a partnership while benefiting from a separate legal identity.

Local Company – Which refers to any other kind of typical, private limited company.

young office workers celebrating success of company

How to Register a Singapore Company in Five Easy Steps:

The prospect of Singapore company registration might appear a little scary at first glance, but registering a company in Singapore is actually fairly straightforward once you fully understand the process and take things one step at a time. Here’s how you can get your company registered and start undertaking business activities here in Singapore:

1. Understand the Requirements for New Company Registration in Singapore

As we’ve already outlined, there are a few basic requirements you’ll need to meet in Singapore before you can kick-start the all-important process of Singapore company registration. Your new company will need to have:

  • Between one and 50 shareholders

Your shareholder(s) don’t necessarily have to be Singapore residents. If your shareholders have external interests in overseas companies that’s totally fine, too – you can even have a 100% foreign shareholding if you wish, but you can’t have any more than 50 shareholders in total.

  • Paid up capital of S$1 or more

Amazingly, entrepreneurs are free to set up company operations in Singapore with paid up capital of just S$1 or more. If you wish to inject more capital into your business in Singapore at a later date, however, you’ll need to notify your company registrar.

  • At least one director

This needs to be a real person – i.e., not a company or corporate director. Unless you intend to set up a foreign company, your director also needs to have a residential address here in Singapore so they can act as a local director. That said, this person doesn’t necessarily have to be a Singapore citizen; they can be either a Singapore resident or a foreigner, so long as they are legally living here in the city-state and able to take on a local director role.

  • A company secretary

Every Singapore company needs to appoint its own company secretary. Again, this person must have a residential address in Singapore if you wish to set up company operations in the country but doesn’t necessarily have to be a Singapore citizen. This person can assist with incorporation, filing returns and handling Goods and Services Tax registration and submission – but more on this later.

2. Decide on Your Business Structure and Collect All the Necessary Supporting Documents You Need

Business structures are super-important. You’ll need to ensure your new company is registered as an appropriate corporate entity. To help yourself choose the right business structure, ask yourself the following questions:

  • Who will be the company shareholders?
  • What percentage of shares will each shareholder own?
  • What level of paid up capital will you be starting out with?
  • Do you already have an existing company or foreign company, or are you starting a new company in Singapore?
  • Will you be opening a subsidiary company in the city-state?
  • Who will be appointed as your company directors, and do they have a local registered address?

The answers to the above questions should help you decide whether you need a Singapore private limited company, sole-proprietorship, LLP, etc. With so many different types of Singapore private limited companies to choose from, it’s important to select the right one to suit your corporate entity and the nature of its daily operations.

Also : Find out more on starting a business in Singapore.

3. Obtain Approval for Your Desired Company Name or Business Name

All Singapore private limited companies must have a company name that not only reflects what it is that your company does, but is also 100% unique to your business. In addition to this, you’ll need to get your company name officially approved before you set up shop – which is especially important should you later wish to incorporate your Singapore private limited company.

You should make sure that your company name is:

  • Tasteful

Vulgar or silly business names are a big no-no in Singapore – your business should have a sensible name that accurately reflects what it does.

  • Unique

You can check online and do further research to make sure your desired company name hasn’t already been taken.

  • Unreserved

You should also investigate whether other businesses may have the same company name currently under reservation.

  • Not infringing on any trademarks

Copyright and trademarks are strictly enforced here in Singapore. It’s important that your company name doesn’t infringe on anyone else’s trademark or copyright.

4. Sign Incorporation Documents and Other Necessary Official Documents

Once a company name or business name has been approved, private companies and their owners will need to prepare incorporation documents and other supporting documents. The key documents you’ll need to prepare and file with ACRA, include:

  • Company constitution

Your business will need to adopt an appropriate company constitution. You can check out what kind of company constitutions similar existing companies are using for inspiration, but ACRA will always recommend a standard Singapore company constitution that’s relevant for you, and for private companies like yours

  • Company secretary consent

Your company secretary will require a “Consent by Company Secretary” document before they can officially take on the company secretary role.

  • Company director consent

Similarly, a document is required for either yourself or your chosen person to act as company director or local director before you (or they) can do so. Remember, you need a minimum of one director for your company.

  • Company controller declaration

Under the Companies Act, you’ll also need to provide details of company controllers before you begin building your company business profile, formally trading, and making official business communications.

5. Incorporate Your Singapore Company and Open a Corporate Bank Account

Once your company’s constitution, relevant declarations and documents are all good to go, the next step every company in Singapore must undertake is to officially register with Singapore’s company registrar, ACRA.

The good news is that this process is much easier and less intimidating than in sounds. In fact, you can usually register your new or subsidiary company online and in less than an hour with ACRA. Once you’ve been given the green-light, ACRA will provide you with:

  • A “Business Profile” document

Every existing business in Singapore needs a Business Profile document, which lays out your business’ corporate structure, its typical business activities and any important details pertaining to its shareholders. A Business Profile is an essential document to have.

  • An e-Certificate of Incorporation

Obtaining an E-Certificate of Incorporation is yet another incredibly important step in the Singapore company registration process. All Singapore companies registered with ACRA will receive this document, which should feature your company name, registration date (i.e, the date company incorporation documents were signed), your registration number, Unique Identification Number (UEN) and more. You should also receive a hard copy to keep somewhere safe.

  • Access to your ACRA online portal

Once your Singapore company has been officially registered and its business activities are known, ACRA should grant you access to an online portal where you can view your company Business Profile, e-Certificate of Incorporation and all other relevant incorporation documents. Under the Singapore Companies Act, you’re now all good to start trading!

Business partners shake their hands in modern open space office

Singapore Company Registration – Additional Considerations for Foreigners

Foreign companies that wish to set up subsidiaries in Singapore, or foreign companies intent on setting up new Singapore companies, face a few additional hurdles. Here are four extra things you’ll need to keep in mind if you are setting up a company in Singapore as a foreigner:

1. Hiring Help to Set Up Your Singapore Company is Essential

If you’re not currently living in Singapore, you’ll need to hire a professional to file the likes of Goods and Services Tax and other documents on your behalf. This is because Singapore does not currently allow foreign entities or individuals to self-register Singapore companies and pay Service Tax or other local taxes from abroad.

2. Hiring a Nominee Director Might Also Be Required

Unless you or another director managing your company in Singapore intends to move to the city-state in the near future, you’ll also need to appoint someone on the ground to act as your local director. This can be achieved either by carefully selecting a trusted person you know or by contacting professional services firms, who may be able to appoint a reliable person on your behalf.

3. Travelling to Set Up a Corporate Bank Account Might Be Necessary

It’s an unfortunate fact that most Singaporean banks insist on the physical presence of company directors and shareholders to approve the opening of a new business bank account. This means you may be required to travel to Singapore for this purpose if you (or the relevant shareholders/directors) are currently based overseas.

4. You Shouldn’t Have to Travel or Obtain a Visa to Incorporate Your Singapore Company

Conversely, you most likely won’t be required to travel for company incorporation purposes. If you don’t intend to spend much time in Singapore when dealing with company issues, it’s entirely possible to run your business from abroad and visit the country on short-term tourist visas as and when your presence is required.

What To Do Next After Successfully Registering a Singapore Company

So, your company in Singapore is all set up and ready to start trading – but what happens next? Company registration may be behind you now, but you’re not out of the woods just yet. Here are a few other important considerations for after your company has been officially registered:

1. Set Up and Confirm Your Registered Office Hours

Every company in Singapore needs a registered office address – and this should be the first thing you think about once the “register company” process has been completed. Your official business address needs to be open to the public for at least three hours daily during normal business hours (i.e., on weekdays).

2. Normalize Using Your Business Registration Number in Communications

Your business registration number issued by ACRA needs to appear on all invoices, letterheads and official documents that pertain to your company.

This will involve shaking up your internal processes a little to ensure that all official business communications have your registration number clearly stated on them.

3. Register for Goods and Services Tax

Every company in Singapore turning over more than S$1 million must register for Goods and Services (GST) taxes. This process needs to be undertaken within 30 days of the time your business is first deemed liable – so you’ll need to act fast if your business quickly becomes profitable.

GST can only be signed up for voluntarily and once registered, you must remain so for a minimum of two years. This tax currently comes with a rate of 7% and is paid on both the supply and import of goods and services.

4. Get the Necessary Licenses and Permits You Need

Depending on which sector your business is operating in, you may be required to obtain certain licenses and permits under the Singapore Companies Act. For example, if you’ll be selling liqor, you’ll need a liqor license. If you’ll be offering financial advice, you’ll need to be properly regulated, and so on.

Unless your company in Singapore is automatically granted any necessary licenses as part of the incorporation or registration processes, you’ll need to research what kind of licenses and permits are required in your line of work – and ensure you apply for them via the appropriate means.

5. Register with Customs

Registering with Singapore Customs is an essential step for any company in Singapore that intends to import or export products.

If this applies to you, you’ll need to obtain a Custom Registration (CR) number before you start trading. Doing so is mandatory before you get involved with international trade.

6. Sign Up for the Singapore Central Provident Fund

If you haven’t heard of this before, the Singapore Central Provident Fund (CPF) is essentially a compulsory pension fund scheme which is mandatory if you employ local Singaporeans who are paid more than $50 per month.

You’ll need to register for this scheme and make “CPF contributions” monthly on behalf of all your employees who are earning above the $50 threshold. You’ll be expected to pay in up to a maximum of 17% each month, which your employees can then top up themselves by contributing up to 20% at their end. That said, CPF contribution rates can potentially be lower than these depending on employee age and resident status – for example, foreign employees can be exempted.

Find out ways to get your new company funded with our guide on start up business loan.

Importance of Incorporating a Singapore Company

There is one primary reason that people starting a company in Singapore often choose to incorporate – tax benefits. Singapore has a sound reputation worldwide as a business-centric, low-tax economy, with some even dubbing the city-state “the Delaware of Asia”.

Tax rates here are super-friendly toward business, tax incentives are more widespread than you might find elsewhere, and Singapore provides a great environment for entrepreneurial-minded individuals and businesses. By incorporating your business, you can typically benefit from:

1. Tax Minimization Opportunities

Company shareholders in Singapore typically pay 0% tax on dividends and capital gains.

2. Tax-Exempt Profits

New companies in Singapore get to enjoy a profit tax exemption for their first three years of incorporation, which applies to the first $100,000 worth of profits earned during this period.

3. Tax Reductions Through Employee Benefits Programs

Incorporated companies in the city-state can further reduce their tax liabilities through employee benefits programs, with things like vehicle leasing, pensions and retirement funds often eligible to be written off as business expenses.

4. Double Taxation Avoidance Agreements

Due to Singapore’s close ties with more than 50 countries worldwide, many overseas businesspeople arriving in Singapore to set up a company can take advantage of Double Taxation Avoidance Agreements (DTA). You can see which countries are eligible for DTAs here.

business team raising champagne to cheers

Frequently Asked Questions (FAQs) About How to Register a Company in Singapore

1. How Long Does It Take to Register a Private Limited Company or Other Type of Singapore Company?

Singapore customs are generally incredibly favorable toward business. Due to this simple fact, company registration in Singapore is much easier than similar processes you might encounter in other countries. That said, the timeframe for obtaining your business license and official documents, having your registration number issued, and setting up shop can vary depending on several different factors.

The time required to register a company can range anywhere from a couple of hours to several days, depending on how quickly you and your fellow shareholders are prepared to act.

This is particularly true when it comes to working with your company secretary – the speed and accuracy with which shareholders and directors can provide your company secretary with the various personal documents, IDs, and information they need will greatly affect the overall time taken to register a company in Singapore.

2. What is the Accounting and Corporate Regulatory Authority (ACRA)? 

The Singapore Accounting and Corporate Regulatory Authority, more commonly referred to as the “ACRA”, makes up part of the Singapore Government Ministry of Finance. In short, it’s a statutory regulator created to monitor all business entities, corporate service providers, and public accounts located on our shores.

ACRA aims to “provide a trusted and vibrant business environment in Singapore”, and it strives to achieve this by monitoring every corporate entity and corporate service provider in the country very closely. When you register a company in the city-state, it’s absolutely vital you get your company registered with ACRA. You can visit their website for more information here.

3. What are the Minimum Set-Up Requirements to Register a Singapore Company: Opening a Corporate Bank Account, and More

 Setting up a new company in Singapore isn’t something that just anybody can do. Before you can get your company registered, you’ll need to – at the very least – meet the following minimum set-up requirements:

  • Have at least one shareholder (this applies whether you are an individual or a business entity)
  • Have at least one resident director
  • Have at least one company secretary
  • Have paid up capital of at least S$1
  • Have a local registered address (office address or residential address) in Singapore

Once your business can tick all the boxes above, it’s “register company” time. Let’s run through how you can register a company in Singapore in a few simple, easy-to-follow steps.

4. What are the Key Requirements to Set Up a Company in Singapore

You’ll need a sensible name for your business, at least one director who is either a local citizen or Permanent Resident, and between one and 50 shareholders. On top of this, you’ll also need a company secretary and initial paid up capital of at least S$1.

The above requirements are essential for anyone who wants to set up a company here in Singapore – so please ensure you can meet them before you start the company registration process.

Conclusion – Get Started with Registering Your Singapore Company Today

From understanding the ACRA and different corporate structures, to meeting the minimum set up requirements and following these five steps to company registration, there’s a lot to get your head around when setting up a new business in Singapore. Here are the key things to keep in mind:

Key Takeaways

  • Make sure you choose an appropriate structure for your company, appoint the necessary directors and company secretary, and apply for any relevant licenses that might be required in your field.
  • Tick all the necessary boxes from our “minimum set-up requirements” list before you begin the company registration process.
  • Obtain approval from the ACRA and consider the innumerable benefits offered by incorporation in terms of lower taxes for your business and personal assets.

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