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Singapore consistently lists among the top places to set up a business. In fact, Singapore is ranked 2 among 190 global economies in the ease of doing business by the World Bank.
These accolades validate the country’s pro-business stance over the years. Moreover, open business policies, developed infrastructure, and skilled workforce make Singapore a global business hub.
Furthermore, registering a business in Singapore is simple, quick, and free of red tape.
There are, however, specific legal requirements under the Singapore Companies Act that one must comply with before registering a company in Singapore.
This article provides detailed information about Singapore company registration. In addition, it focuses on essential compliance requirements, registration procedures, and timelines for both locals and foreigners.
However, ensure that the name is not identical to any existing company or doesn’t infringe any trademark rights.
Note: Director and company secretary cannot be the same.
In Singapore, entities enjoy a seamless, efficient online registration process divided into three essential tasks.
Before registering, companies must get their name approved with Accounting and Corporate Regulatory Authority (ACRA). To expedite the approval process, a company must follow the mentioned guidelines.
The name should be unique and non-identical to any existing business in Singapore
The name shouldn’t violate any trademarks
Avoid obscene or vulgar name
You must submit the name on the ACRA web portal BizFile+ for approval, which can take less than an hour if you meet ACRA’s rules. However, keep in mind that your name might go through additional vetting by government agencies if it contains business-regulated words like finance, school, or bank. This will delay the approval to a few weeks.
While registering the name, you must mention the nature of your business. For this, you need to look for the relevant SSIC code denoting the primary and secondary business activity. Once approved, ACRA reserves the company name for 60 days, which can be further extended to another 60 days. Failure to incorporate the business within that period will release the name, allowing other people to use it.
Post name approval, a company must prepare the following documents and submit them to the ACRA for approving your Singapore company registration.
The company Constitution, originally called the Articles of Association, includes fair and agreeable terms to all parties involved in the incorporation. You can craft your own constitution or adopt the standard Singapore company constitution from ACRA.
Consent to Act signed by every director in your Singapore company
Consent to Act signed by your company secretary
Identity and residential address proof for all officers and shareholders within your Singapore company
Professional background details of officers and shareholders involved
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Note: All documents must be in English or officially translated into English.
Once you’ve arranged the documents in order, submit them on the ACRA web portal BizFile+ for your Singapore company registration. For submitting, you must log in on the website using your identification card number and SingPass.
Submit all the required documents and the Company constitution to complete the Singapore company registration. You must also have the transaction number on the approved company name application for a successful registration.
Singapore Personal Access or SingPass is a password that allows residents in Singapore to access and perform a business-related transaction with over 200 e-government services. Foreign professionals without SingPass can engage with a certified filing agent who can register on their behalf.
The paperwork filling and ACRA approval take less than 24 hours, provided that the documents are complete and duly signed by all parties involved.
If you opted for a Corporate Service Provider (CSP) to register company Singapore, you must submit additional supporting documents. The CSP will conduct a Know Your Customer (KYC) due diligence in compliance with the international AML regulations. Here are a few supporting documents the CSP might ask for. Here are a few supporting documents the CSP might ask for.
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Individual shareholders, officers, and other beneficiaries must submit
Identity Proof: Passport copy, NRIC or residency card (only for Singapore residents)
Residential Address Proof: Any legal document bearing your name and address on it. It can be a driver’s license, utility bills (most recent), or rental/contractual agreements.
Professional background: A brief information about yourself. It can be a curriculum vitae (CV), resume, or LinkedIn profile link.
The following part lists documents required for a corporate entity:
Certificate of Registration: It must be issued by the Registrar of the jurisdiction where the company is registered.
Company Extract issued by the Registrar of the jurisdiction where the company is registered. It contains vital information, such as its name, registered address, registration number, business activities, and information on shareholders and directors.
Proof of identification of Ultimate Beneficial Owner (UBO) of the shareholding company for KYC due diligence.
Authorized Personal Resolution passed by the Parent company to appoint an authorized person for signing and executing Singapore company’s documents on their behalf.
As for 2022, a company name application fee is $15, while the company registration fee is $300. Business owners can make the payment via credit/debit card, PayPal, Apple Pay, and Google Pay. Upon successfully completing your e-payment, you can view your transaction reference numbers, including EP reference number and ARN reference number, on the Acknowledgement page.
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Post successful registration, ACRA will issue two documents, Certificate of Incorporation and Business Profile, essential for performing contractual or legal transactions in Singapore, such as signing office agreements, opening corporative bank accounts, and more.
The Singapore Registrar of Companies (ACRA) issues an e-notification upon successful approval of your incorporation application. ACRA emails this notification to the appointed officers (including directors, company secretary, and shareholders), requesting their endorsement. This official email contains
A Unique Entity Number (UEN)/registration number
Company name
Date of Incorporation
Moreover, ACRA also provides an e-certificate confirming your company’s incorporation. These certificates of incorporation are duly signed by ACRA and can be purchased for $50. For this, you’ll need to log in to the BizfFile website and make the purchase online. Within 15 minutes of making the purchase, ACRA will email you a download link to access the e-certificate. These signed electronic copies are handy, especially when submitting to overseas parties.
Company Business Profile is a PDF report containing your company’s basic information, including entity name and registration number (UEN), business activities, and registration date, along with details of holders or business owners. This report is the official proof verifying the company’s information. You can purchase the Company Business Profile from the ACRA’s BizFile website for $5.50.
After registering the company, you can officially start doing business under its name immediately. There are a few post-incorporation activities that you should also complete as follows
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A corporate bank account in Singapore offers easy fund maintenance while allowing businesses to conduct transactions in all major currencies. Besides, they support multi-currency accounts with highly secure internet banking. These options enable businesses to manage their finances better while keeping track of every transaction.
The requirements of opening a corporate bank account in Singapore are straightforward and well-defined. Usually, local/residential company owners only need a SingPass for opening a corporate bank account.
Foreign nationals owning a company in Singapore, however, will need to provide the following additional information:
Proof of Singapore company registration
Identify and residential address proof for every director, shareholder, and beneficiaries
Professional background information
Company information, including proposed business plan and activities, potential clients, etc.
Furthermore, most banks in Singapore require company directors’ physical presence to expedite the corporate bank account opening process. However, some banks also accept paperwork signing at their overseas branches or a Notary Public.
Whether you need to acquire a business license or permit for your new Singapore company depends on your business activities. The government authorities regulate some business activities in Singapore, so you need the necessary license before commencing operation or services. The following businesses will need to acquire one or more licenses or permit:
Educational institutions like private schools
Travel agencies
Liquor distributors
Restaurants
Goods import/export companies
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A newly registered Singapore company must appoint an auditor within three months of incorporation unless exempted. Your Singapore company is exempt from appointing an auditor if it satisfies any two of the following three conditions:
Total annual revenue does not exceed S$10 million
The company’s total assets for the financial year-end does not exceed S$10 million
Total employees at the end of the financial year do not exceed 50.
New companies in Singapore often meet all three mentioned conditions; hence, they don’t need to appoint an auditor.
Goods and Services Tax (GST), often known as the value-added tax in other countries, is a broad-based value tax levied on goods imported into Singapore. In addition, GST is charged on nearly all supplies of goods and services in Singapore.
Goods and Services Tax registration with the IRAS (Inland Revenue Authority of Singapore) is compulsory if you expect your company’s annual turnover to exceed SGD$1 million. However, you can avoid registration or opt for voluntary registration if your sales are lower than the threshold.
It’s vital to remember that GST is chargeable only on taxable supplies, such as goods and services made in Singapore. A taxable supply in Singapore can be either a standard-rated or zero-rated supply.
Standard-rated supplies are currently subject to 7% GST and include local sales of goods and services in Singapore. In contrast, zero-rated supplies are subject to 0% GST and include services like exporting goods out of Singapore.
It is mandatory to enlist your company in Singapore with the Singapore Customs if your entity is involved in transhipping or transit services. Activating your Customs Accounts is essential to obtain a Customs permit to import or export goods through Singapore. After registering, the Singapore Customs issues a Central Registration Number (CR No.) for entities associated with trading activities.
As per the Singapore Companies Act, every company in Singapore must maintain certain records called Statutory Registers. These registers are the legal records vital for fulfiling administrative purposes, including statutory, disclosure, statistical, and management information system.
Statutory registers are public documents and can be requested by authorities and public agencies for inspection at any time. Hence, it is the responsibility of the company secretary to update and maintain the following information:
Complete list of lodgements in chronological order, along with the dates and descriptions
Information about the corporate officers, including directors, secretaries, and auditors (if any)
Shareholders’ details along with the number of shares owned and share transfer details
Every private limited company in Singapore must issue Share Certificates to their shareholders as proof of membership. These certificates are legal documents stating the number of shares issued and the issue date.
Each share certificate contains a unique certificate number recorded in the registrar and must be duly signed by two directors. If the company has a single director, the company secretary and director will sign the certificate.
The company secretary is responsible for preparing and issuing share certificates to all the shareholders. Moreover, he must ensure each certificate contains the following minimal requirements:
Full name of the company
Company’s registration number
Number of shares issued
Details of the shareholder
Companies must register with the Central Provident Fund (CPF) Board for contributing a mandated amount to fund local employees’ retirement, healthcare, or housing needs. Once registered, the CPF Board issues a CPF submission number (CSN) that contains a unique entity number (UEN) and CPF payment code. CSN allows Singapore company owners to transact with the CPF board.
It is mandatory for Singapore citizens and local residents earning more than $50 a month to register for CPF contributions. The maximum CPF contribution of the employer is 17% and can be lower depending on numerous factors, such as employee age, resident status, and more.
Finally, as per the Singapore Companies Act, it’s mandatory for every Singapore company to fulfill the following annual compliance and filing requirements each year.
A company’s financial year-end (FYE) is the last day of its accounting period. The transaction records kept during this period reflect your company’s profitability on an ongoing basis. By law, every Singapore company is required to determine its financial year-end (FYE). The accounting period can be of 12 months or over 52 weeks.
Deciding your FYE is vital as it will determine the due date for all your corporate filing and taxes every year. The most common choices for FYE include 31 March, 30 June, 30 September, and 31 December
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The Singapore Companies Act requires all private limited companies to prepare annual financial statements per the Singapore Financial Reporting Standards (SFRS). The SFRS are issued by the Accounting Standards Council to give fair, honest insights into the company’s performance and financial position. An official financial statement must contain the following reports:
Financial position statement (also called balance sheet)
Statement on comprehensive income (capital gains and losses)
Cash flow statement
Statement on equity changes
Reports and statements on directors
Note: The following business entities are exempted from filing financial statements
Sole proprietorships
Partnerships, including limited partnerships
Solvent Exempt Private Companies
Annual General Meeting (AGM) is a meeting of all the company’s shareholders every calendar year. The Singapore Companies Act makes it mandatory for every Singapore company to hold AGMs at specified intervals.
This meeting enables Singapore companies to present their financial statements before the involved members (shareholders) for approval. Moreover, AGM provides shareholders with an opportunity to raise their concerns regarding the company’s financial position.
A newly incorporated Singapore company must hold its first AGM within 18 months from the date of incorporation. Directors failing to hold an AGM can be prosecuted under Section 175 of the Companies Act. They may face disqualification and a fine of up to S$5000.
All Singapore-incorporated companies are required to file annual returns with ACRA. An annual return is a set of documents in an electronic form containing up-to-date information regarding
Company name and registration number
Details of company officers, including directors, secretaries, and shareholders
Annual financial statements
Annual returns contain critical information that assists the company’s shareholders to make informed decisions. Every company must file its annual returns within one month of its AGM date. You can either file the annual return on the ACRA’s web portal BizFile+ or engage a registered filing agent on your company’s behalf. Failure to file an annual return can lead to enforcement action on the company’s officer.
Accounting and Corporate Regulatory Authority (ACRA) is a government body overseeing and enforcing companies’ regulations in Singapore. In addition, it is responsible for the registration of new business entities in Singapore It’s mandatory for every Singapore company to register with the ACRA’s online filing portal BizFile+.
Every Singapore private limited company must meet the IRAS requirements and file annual tax returns with the corporate regulatory authority. You are required to file the following annual tax returns:
ECI is an estimate of your company’s taxable income for the latest Year of Assessment (YA). You must file ECI for the YA within three months after the financial year ends. However, a Singapore company is not required to file an ECI if it meets both the criteria:
Annual revenue does not exceed $5 million
ECI is NIL for the YA
Every year, Singapore companies must also file an annual income tax return (Form C/From C-S). Besides, electronic filing of these forms is mandatory for all Singapore-incorporated companies. Singapore companies must file corporate income tax returns by November 30 every year.
Tax benefits are among the main reasons business investors choose to register a company in Singapore. Singapore offers low business-friendly taxes and other incentives for foreign investors and entrepreneurs, making it a global hub for international investors.
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From 1 January 2003 onwards, Singapore adopted a single-tier income tax system, eliminating double taxation for shareholders. This means that shareholders will not be taxed on dividends paid by a local Singapore local company.
Singapore’s headline corporate tax rate is flat at 17%. However, the effective tax rate is usually lower than the headline tax rate due to certain tax exemptions and incentives
The tax exemption scheme was introduced in 2005 with the aim to support entrepreneurship and grow local companies in Singapore.
Following the Budget 2018, the tax exemption schemes were revised with effect from 2020. From 2020 onwards, the tax exemptions for qualifying companies during the first three consecutive years are as follows:
75% exemption for the first $100,000 of normal chargeable income
Further 50% exemption for the next $100,000 of normal chargeable income
The maximum exemption for each year is $125,000.
All new startup companies in Singapore are eligible for the tax exemption scheme. They must also satisfy the following criteria
Must be incorporated in Singapore
Must be a tax resident for that year of assessment
The total shareholder must not exceed 20, of which at least one shareholder is an individual holding a minimum of 10% of the shares.
Please note that the following companies are not eligible for the tax exemption scheme
If the principal business activity is of investment holding
Companies undertaking property development of sale, investment, or both
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There are zero capital gains taxes in Singapore. As a result, no income tax is chargeable on sales of properties, shares, intangible assets, and more. However, these capital assets will be taxable if your primary business purpose is to make profits in buying and selling. The IRAS assesses the nature and source of your business income to determine whether gains are taxable. Furthermore, there is zero dividend tax in Singapore.
As per Singapore Companies Law, foreigners or non-residential entities cannot self-register a company. Hence, it is mandatory for them to seek legal assistance to register company Singapore. The following part lists three steps on how foreign professionals can set up a new company in Singapore.
Foreigners looking to start their business from scratch must choose the type of business entity. Some of the most common business entities in Singapore are
Sole proprietorship
Private limited company
Limited liability partnership
Ideally, you should opt for a private limited company as it brings you lucrative benefits that we’ll discuss in the next section.
You need a certified incorporation services provider for Singapore company registration on the ACRA portal. Professional corporate services providers handle the entire Singapore company registration process, eliminating the need for you to be present in Singapore to complete the process.
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Moreover, these certified professionals also help foreigners overcome the following challenges associated with Singapore company registration.
Need to provide a local registered office address in Singapore
Need to appoint a local/resident director
Need to appoint a local company secretary within six months
Working with certified corporate service providers, you’ll need to supply the following documents and information for the know-your-customer (KYC) procedure.
Proposed company name
Information about business plan and activities
Certified copies of company officers and shareholders
Your corporate service provider will then file the registration application and submit it on the ACRA website. You can expect to receive the confirmation in just 24 hours, along with the digital certificate of incorporation.
Post successful incorporation, foreign business professionals can relocate to Singapore or operate their Singapore company remotely.
You’ll need an Employment Pass if you wish to relocate to Singapore to run your Singapore company operations.
It is a Singapore work visa issued by Singapore’s Ministry of Manpower (MOM) to foreign business professionals, including managers, owners, or directors of Singaporean companies. Employment pass permits you to live and work in Singapore while travelling in and out of the country without applying for entry visas. Besides, obtaining an employment pass makes it easier to apply for permanent resident (PR) in Singapore. This working visa is valid for two years and can be renewed.
Singapore’s MOM takes a number of factors into consideration before issuing an employment pass. Foreign professionals must possess the following qualities to qualify:
A recognized Degree/Diploma qualification
Professional qualifications
Specialized skills
Relevant work experience
In addition to the above factors, a foreigner must earn at least $4500 a month to qualify for an employment pass. Besides, applicants in the financial sector must earn at least $5000 a month.
Foreigners willing to relocate to Singapore must submit their applications on the MOM web portal. They are also required to upload the following documents:
Copy of personal particulars page of passport
Latest business profile registered with ACRA
Educational certificates
Online employment pass applications are usually processed within three weeks after submitting.
Employment pass allows a sole individual to relocate to Singapore. However, if you want your spouse or family members to join you in Singapore, you’ll need a Dependant Pass.
A Dependant Pass is a relocation visa that allows selected family members of Employment Pass holders to enter, live, and leave Singapore freely.
Holders of Employment Pass earning a minimum of $6000 can apply for a Dependant’s Pass for the following family members:
Legally married spouse
Children under 21 years old and unmarried (both birth and legally adopted)
Dependant Pass applications can be submitted online on Singapore’s MOM website. These applications must be filled separately by each eligible family member along with the following documents
Copy of personal particular’s page of your spouse/children’s passport
Proof of relationship (copy of official marriage, birth, or adoption certificates)
Educational details, if any
Salary Details of the most recent employment, if any
Dependant Pass applications take between 3-5 weeks to process. You must be physically present in Singapore to collect the Dependent Pass.
Dependant Pass validity is tied to the validity of Singapore’s main work visa and is valid for up to two years.
A valid Employment Pass is only required if you wish to relocate to Singapore to administer the company’s operations. However, if you wish to run your Singapore company from an overseas location, you’ll need at least one local resident director.
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You can either appoint one of your local contacts or opt for a nominee director. Typically, your corporate incorporation services provider can provide you with choices for a nominee director. You must validate that the resident director fulfils the following requirements:
A person over 18 years of age and with a sound mind
Not convicted of any offence, including fraud and dishonesty
Not an unfit director of an insolvent company
Not an undischarged bankrupt
Most foreign professionals opt for Employment Pass, and for obvious reasons. The process is less complex and risky than appointing a nominee director. Moreover, the obligations are less stringent and ensure transparency in the company’s decision making.
Selecting the right business structure is vital before starting a business in Singapore. The legal system or business entity you choose will determine your business’s legal and financial implications. Hence, it’s essential to understand the options available. The following part contains the most common types of business entities in Singapore, helping you decide the ideal business structure for your company.
Singapore Private Limited Company is the most popular type of business structure. This form of legal entity is distinct from its directors and shareholders. As a result, shareholders of the Singapore private limited company have limited liability with respect to the company’s debts.
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The shares of a Singapore private limited company aren’t made public and are held privately. The Singapore Companies Act allows a maximum of 50 shareholders for a private limited company. The shareholders can be individuals, corporations, or both.
A Singapore private limited company can have 100% local or foreign ownership. However, it’ll be considered a Singapore company and tax resident, providing access to all tax benefits and incentives.
One resident director
One company secretary
A registered office address (must be in Singapore)
At least 1-50 shareholders
Minimum paid-up capital of $1
Singapore sole proprietorship is the simplest type of legal structure. From the perspective of Singapore Company Law, in the sole proprietorship structure, the owner and the business are the same and not a separate entity.
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As a result, the owner or proprietor is personally responsible for all assets and debts incurred by the business. This structure does not offer protection to your personal assets from business risks. Moreover, the profits of a sole proprietorship are the same as that of its owner; hence, you are subject to a tax rate as that of personal income.
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Singapore Limited Liability Partnership is the most recent and advanced legal business structure. This structure came into existence in Singapore in 2005 through the Limited Liability Partnership Act. Under a Singapore limited liability partnership, two or more professionals in the same practice come together to incorporate a joint legal entity. This structure ensures the rights and liabilities of the legal entity are distinct from the partners involved.
A significant advantage of a limited liability partnership structure is that the partners are not personally responsible for any business debts incurred. It also shields other co-partners from liabilities incurred due to the negligence of one partner.
Particulars of LLP partners (Singapore identity card or foreign passport)
Residential address of partners
Consent to Act as Manager
Declaration of compliance
Statement of non-disqualification
Foreign companies can incorporate a private limited company in Singapore while owning 100% foreign ownership. The local company is the subsidiary company, while the owning company is called the parent company.
As per Singapore Companies Law, the subsidiary company is treated as a local Singapore company, making it a separate entity. This means that the foreign parent company isn’t responsible for the debts and liabilities of the local subsidiary company.
A Singapore subsidiary company is treated as a resident company, making it eligible for favourable tax benefits and other government incentives. For these reasons, it is the most preferred business structure for small and medium-size foreign companies.
Certificate of incorporation from the parent company
Extract from the Registrar of Companies verifying current registered address and directors
Passport particulars and residential address proof of acting directors
Consent to Act as Director signed individually by each proposed director
Memorandum and Articles of Association
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Unlike a Singapore subsidiary, a Singapore branch office is a registered legal entity considered an extension of the foreign parent company. This makes the foreign company liable for all the debts and liabilities of the Singapore branch office.
Branch offices can conduct any business activity within the scope of their foreign parent company. Besides, these entities are taxed for the earnings made from their operations in Singapore. However, Singapore branch offices are treated as non-resident entities, excluding them from various tax benefits that local and subsidiary companies enjoy.
Branch offices are a preferred entity option for medium to large-scale foreign businesses involving a wide variety of business activities.
Certified copies of the Company Constitution and Certificate of Incorporation of the foreign parent company
Passport particulars of the directors
Registered local office address details
Appointment memorandum and details of at least one authorized Singapore resident
Setting up and operating a Singapore company is fast and hassle-free, irrespective of whether you’re a local citizen, permanent resident, or foreigner. For foreign investors looking to incorporate a local Singapore company, the key is to pick the proper business structure and certified corporate services provider. Finally, ensure you have all necessary documents and comply with regulatory requirements in Singapore. Follow this detailed guide to register a company in Singapore, and you’ll be amazed at how seamlessly and efficiently you’ll be operating a Singapore company.
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