Singapore’s economic success has been maximally associated with the country’s extensive trade network and government initiatives that created a lot of opportunities for companies to set up in Singapore, whether they are budding entrepreneurs or multi-national corporations (“MNCs”).
Below is an up-to-date guide to Singapore company incorporation.
Guide to Singapore Company Incorporation
Singapore has consistently emerged as a top-ranked country from the World Bank’s survey on 189 economies on the Ease of Doing Business for a decade.
A survey by the World Bank take the followings into consideration:
- the administrative burden of the tax system,
- ease of utility acquisition, and
- the number of steps required for the incorporation.
Requirements for Incorporation in Singapore
To incorporate a company in Singapore, many decisions must be made by business owners. These include:
- Company name of choice
- Company’s primary activities (maximum of two selections)
- Company’s directors
- The company’s shareholders
- The company’s secretary
- Registered office
- Share capital
- Constitution documents
For foreign entrepreneurs and investors, there are many incorporation and secretarial firms in Singapore like Timcole offering all-in company incorporation packages. Incorporating a Singapore company can be fast and hassle-free with the help of professionals.
What are the pre-incorporation criteria for ACRA registration?
Before you can submit an application for the Company Registrar of Singapore (ACRA), the company needs to prepare for these incorporation requirements which are:
- At least a Shareholder
- A minimum initial paid-up capital of S$1
- At least a Company Secretary
- At least a Local or Resident Director
- The local registered address for the company office
When selecting a name for your company, there are guidelines to follow as a business owner. These include:
- Making sure that it lacks words that could be inappropriate or vulgar.
- Ensure the use of national symbols such as “Merlion”
Relevant Government Bodies
Some Industries, such as healthcare service providers, may need approval or referral from the governing authority or society before the procession of the reservation of the business name commences. Here is a detailed list of relevant governing bodies:
|GOVERNING BODY||WHEN IT MAY BE REQUIRED|
|Board of Architects Singapore||The use of the word “architect” in a name or business designation|
|Council for Estate Agencies||Principal activities involving “Real Estate Agent” or “Real Estate Agency”|
|International Enterprise Singapore||Names and activities involving “Physical Rubber”, “Commodity futures”, etc.|
|Ministry of Defense||Proposed names containing “Military” or “Defense”|
|Ministry of Education||Establishments functioning as and providing activities of an academic nature|
|Ministry of Foreign Affairs||Proposed names containing ASEAN|
|Monetary Authority of Singapore||Proposed names containing “bank” and its derivatives, “Finance Company” and “Finance”, “Futures Exchange”, “Securities Exchange”, etc.|
|Majlis Ugama Islam of Singapore||Proposed names and activities containing or involving “Islam”, “Muslim”, “Halal” and their derivatives|
|Singapore Police Force||Activities relating to arms, explosives, ammunition|
|Singapore Tourism Board||Usage of the Merlion symbol or name. Entities wishing to carry out the business of a travel agent|
|The Law Society of Singapore||Names and activities containing or involving “Law”, “Law Corporation”, “LLC”, “Legal”, “Lawyer(s)”, “Advocate(s)”, “Solicitor(s)”|
|Institute of Singapore Chartered Accountants||Names and activities containing “Accountancy”, “Accounting”, “Audit”, or derivatives thereof|
|Registry of Co-operative Societies||Names and activities containing “Co-op” or “Co-operative”|
|Ministry of Health||Names and activities containing “hospital”, “medical clinic/centre”, “dental clinic/centre”, “surgery”, “medical/clinical laboratory”, “healthcare establishment” or any other term or name that implies similarity to these terms|
(The table above is extracted from ACRA: List of Referral Authorities)
*Approval is granted at the discretion of the Accounting and Corporate Regulatory Authority (“ACRA”) as well as the relevant government body. For the avoidance of doubt, companies should undertake the responsibility of checking with the relevant government body.
When incorporating, deciding the primary activities for any Singapore company registration is highly important. The primary activities for the company can be selected from the list set out in the Singapore Standard Industrial Classification (“SSIC”). It is also referred to as the company’s SSIC code.
Just like the company’s business name; if the company chooses specific business activities that are regulated, the company’s name application may have to be subjected to consideration of relevant governing bodies.
Directors and Shareholders of the Company
In relation to particulars of the company’s directors and shareholders, it is mandatory for at least one director to locally reside in Singapore. Likewise, the registered office of the company should be based in Singapore.
It is important that the company’s local director fulfill the prescribed criteria stipulated in the Companies’ Act, as long as he/she:
- Is a sound-minded natural being over the age of 18 (i.e. corporations cannot be a director)not discharged bankrupt by a Singapore Court or a foreign court
- Not a director of a company that was insufficient to pay all debts
- Has never been charged for fraud or dishonesty
- Never been a director of a company wrapped up as a threat to national security or interest
- Has never been convicted in Singapore of an offense in relation to the creation or management of a corporation
- Never been adjudged guilty of at least three crimes within the last five years in reference to the requirements of the Companies’ Act
- Has no disqualification order under sections 34, 35, 36 of the Limited Liability Partnerships Act
Over the years directors and shareholders have to disclose their personal details such as residential addresses when the company is being incorporated. Such information will be made available for public purchase once they purchase the Business Profile (also referred to as Certificate of Incumbency in various other jurisdictions) other than the Accounting and Corporate Regulatory Authority (ACRA).
Taking into account the essentiality of privacy, ACRA introduced the option of using an alternate address for each personnel. However, conditions that limit the use of this option include:
- The alternate address of choice cannot be a P.O. Box
- Must be in the same jurisdiction as the individuals’ residential address
- The residential address of individuals must be provided to ACRA.
ACRA frowns against the provision of false information. Individuals found guilty of such offense will be barred from using the alternate address option for 3 consecutive years. Therefore, companies should ensure that they are truthful when filling out the applications.
It is essential that the company’s registered office fulfill the following criteria:
- The company office must be a local address in Singapore
- It must be accessible for a minimum of five hours during regular business days
- It cannot be a P.O. Box
There are quite a number of options to choose from when establishing a registered office in Singapore. They include:
- Renting an office space
- Opting for a virtual office
- Applying for a license to have a home office
Option (3) is the cheapest as it does not require rents to be paid. However, in terms of administration, option (2) is the best for companies as it provides supplementary business services that can help enhance your business operation.
In correspondence to the Companies’ Act, companies are to appoint a company secretary within a period of six months to the day of incorporation.
The company secretary will assist in the administrative process of a company. As a company secretary, he or she will inform directors and shareholders of statutory obligations such as the holding of Annual General Meetings (AGM), account filings and other necessary reminders. In situations where a company has a single director, such an individual cannot take up the role of a company secretary.
Compared to some foreign jurisdictions, Singapore requires a relatively low minimum requirement for issued and paid-up share capital of S$1.00. It is not compulsory to provide evidence of the minimum share capital being in a bank account. You can set up a corporate bank account after incorporation.
These documents usually refer to a company’s memorandum and articles of association (M&AA) which governs the administration and management of the company. Business owners should be cautious of signing and approving M&AA as slight complications might tell on the company in the nearest future.
Some other documents that may be company-specific include shareholders’ agreement or employee’s share option scheme. As a business owner, you should always seek legal advice or a credible professional’s opinion before authorizing legal documents.
To submit incorporation application to ACRA, you will need Singpass. It is an electronic identity that all Singapore citizens have. However, foreigners with qualified FINs can also apply for a Singpass. Using the Singpass, individuals can then submit the incorporation application to ACRA via its e-portal known as Bizfile.
As a result of the numerous administrative steps provided, it would be logical for companies to seek the help of professional corporate service providers in the process of company incorporation. Experienced corporate service providers can enumerate essential areas for the company’s unique business and assist with liaising with the government bodies if there are issues that require resolution.
FAQs about Singapore Company Registration
As a foreigner who wants to set up a Singapore company; what are the mandatory legal requirements for a foreigner to register a Singapore company?
We operate on indifference, whether you are a foreigner or Singaporean, the requirement to register a Singapore company is the same. However, companies are to meet the following requirements:
- Possess at least one shareholder
- Have at least one Singapore resident director.
- Have a minimum of one Singapore resident company secretary.
- A minimum paid-up initial capital of S$1
- A physical Singapore address. The company address cannot be a P.O. Box.