For businesses that hope to move into Singapore, it is critical to follow several specific steps to allow you to set up a legal business
Singapore have been ranking at the top for the ease of doing business in every international studies or report there is in the world. Besides its commercial friendly regulatory environment and a political stable economy, the efficiency of the country’s government system allows you to setup your company within a day itself.
However, there are of course some preparation works that need to be done before hand. In this guide, you will learn the step-by-step proceedings of setting up a company in Singapore.
Step 1 – Appoint a professional service provider.
It is technically not possible that you can setup the business entity yourself without any help. Choosing the right partner with the right experience to handhold you along the way is not only important but critical in the long run.
A professional services firm with the right capability is a must have asset and cannot be avoided. Such a provider not only ensure you stay compliant within the Singapore regulatory system, but they also act as the first line of defence helping you navigate through pitfalls in your initial stage of establishment and progress.
Step 2 – Identify what are the services you need for the first year.
With reference to the “requirements to setup a company in Singapore”, you will be able to identify what is required of you to setup the business entity. Identify a service provider that best suit your needs and outsource the relevant scope. This is usually interim if planned carefully, or at least until your business stabilizes and more resources are recruited in-house. The common services that are usually outsourced are the appointment of a Company Secretary, Registered Address, Nominee Directorship and Incorporation services to setup the business entity.
Step 3 – Completing the mandatory Client Due Diligence (CDD) process
Beside the fact that this procedure is mandatory, it is very important for you to go through this process as it allows your service provider to understand your business structure more in depth. An actual due diligence record will be created and filed under the company profile. This will act as future reference for potential investors when they seek clarity on the company’s background and shareholder structure.
The complexity of this procedure is dependent on how complex your company structure is, but with proper guidance by the right service provider, you can avoid tons of unnecessary frustration and time wasting to get things in place.
Step 4 – Get your company name reserved.
- Choosing the right business name is more important than one can even imagine. You would want to go with something unique yet relevant to your core business focus is.
Commonly one should consider having at least 3 alternative names in case the preferred chose is not available. It is best that each have some level of differences comparing to the other, if not chances of getting the 2nd or 3rd choice approved is unlikely if the first is rejected. We can help submit your choice of names for availability checks online with ACRA and make a reservation to secure your preferred name even before we kick start the actual incorporation application process.
There are a few factors you need to be aware of when registering the name of your Singapore company:
The name must be completely different from others under ACRA’s registry.
The company name cannot be deemed to be rude or obscene.
The company name cannot infringe any trademarks that are legally registered.
The company name must not be reserved.
Approval is usually done within an hour if the name is available. You can reserve more than one name if preferred, the unused name will expire automatically once the reservation timeline is up.
There are exception depending on the type of business you will be operating in Singapore. Example, if you have the intention to setup a partnership such as law firm, the business name should end with “limited liability partnership” or “partnership”. Or if you are focus in the medical or professional accountancy field, it will likely take a longer time for ACRA to make sure you are a legitimate practitioner in your field.
There is a charge per name reserved, find out more from the appointed service provider you are working with.
Step 5 – Ensure you have all the right documents in place.
The appointed service provider will prepare the following documents for your review and signatory. These documents forms part of your Corporate Secretarial file that will be maintained by the company secretary that you have appointed.
The documents required are but not limited to
- A Consent to Act form. Signed by all Directors of the company.
- A Consent to Act form. Signed by the appointed Company Secretary.
- A Company Constitution. This document can be tailored to meet your needs, otherwise the common practice is to adopt the template provided by the registrar of Singapore.
- A board resolution for the appointment of the company secretary, as well as the director(s) of the company.
- Proof of address document for all key officers and shareholders of your company.
- Anti-money laundering client due diligence document/file, this is done and managed by the appointed service provider.
All of these are to be prepared in advance before the actual application to setup the Singapore entity is officially submitted.
Step 6 – Incorporate Your Singapore Company with ACRA
This is where the appointed service provider will completely takeover the process. Based on the information and supporting data and documents that you have provided; the appointed service provider will lodge in the application to incorporate your Singapore company online on the ACRA portal.
Depending well the initial prep work is done, this should be a fairly quick process. Upon submission and if there is not further query from the authorities regards to what is submitted, the entity will be ready within the hour. If there are further questions regards to the submission, this may take a few days to up to a few months to clear depending on the complexity of the situation. Otherwise, you will receive the electronic copy of the official Bizfile of the registered entity including key information like the UEN number which is also the tax ID of the business entity.
Step 7 – Opening of the corporate bank account.
Appoint who will be the bank signatory to manage the bank account. This individual will likely be the sole manager of the bank account. There can be more than one bank signatory, and you can set multiple approvals/signatures required based on your preferred tier of funds movement within the organisation. Example amount above S$100,000 requires at least 2 approvals/signatures before the request can be executed.
Next decide what type of currencies your company will likely deal with on top of the default Singapore dollars bank account. You can open up more than one bank account provided the bank is happy with what they see in your application form and the KYC result. Yes, there is another KYC procedure here when you are setting up the bank account but not to worry, you will have majority of the data and supporting documents readily in place as this is very similar to that exercise conducted by the appointed service provider.
This procedure can be done remotely these days and you need not be physically here to kick start the process, but you may be required to provide additional information or documents in order to get clearance from the bank’s compliance team before they agree to onboard you as a client. Once that is cleared, it will take any time from 2 – 4 weeks to get the bank operationally ready and functional. All approvals are under the sole discretion of the bank you work with.
Singapore Company Registration Summary
Here’s a summary of what we have talked about above for your easy reference. For the sake of simplicity, we will use Singapore Business Consultants (SBC) as your service provider as an example.
|Step 1||Appoint a professional service provider||Client||At least an hour||Make direct contact and interaction with a few providers and find the one the best suit you. One main point of consideration will be the capability of the provider to handhold you along the way.|
|Step 2||Identify what services you need for the first year||Client and SBC||1 hour||Identify what services you need with reference to the requirements to setup a company in Singapore. SBC can advise|
|Step 3||Complete CDD||Client and SBC||At least an hour||Provide all information and supporting documents requested by the SBC in order to complete this step.|
|Step 4||Get your company name reserved||SBC||30 mins||Provide your preferred name with additional alternatives just in case. SBC will make the reservation if any of the name is available.|
|Step 5||Ensure you have all the right documents in place.||Client and SBC||30 minutes||This can be managed remotely whereby SBC will prepare all relevant documents required for submission for the application to setup your Singapore company..|
|Step 6||Incorporate your Singapore company with ACRA.||SBC||1 hour||Upon incorporation, you will be issued a Certificate of Incorporation, your tax ID (UEN) and a Business Profile by ACRA.|
|Step 7||Opening of the corporate bank account||Client and SBC||1 day||SBC will assist to connect you with our banker contacts and provide the relevant documents that was made available to us during the CDD exercise.|
The procedure seems complex, but it can be totally manageable if you work with the right provider. Every step impacts the next, hence it is important that you trust and corporate with the service provider that you have appointed.
This exercise can be simple when guided by experienced hands. Make that call and reach out to us today!