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Incorporation

Singapore – the playground of Asia, is known for its ease of doing business, robust IP protection, attractive corporate tax framework, excellent connectivity, strategic geographical location with proximity to the world’s largest emerging markets, and comprehensive trade agreements with over 100 regions of the world.

Guide To Register a Company in Singapore in 2022

Moreover, it is a top-notch financial center with the availability of affordable funding for new start-ups or established companies, under the Singapore Government supported umbrella programme ‘Startup SG’. All this makes the city-state the best place in Asia to incorporate a new company, open a subsidiary, or just have a branch or representative office.

Types of Singapore Entities

Once you have decided so, there are five(5) different types of entities to choose from:

Key Requirements for Newly Incorporated Companies​

It must also be noted that ACRA – the Accounting & Corporate Regulatory Authority of Singapore, mandates that all Singapore companies must be registered under the country’s Companies Act and abide by its rules and regulations. And to register or incorporate a private limited company, the key requirements are:

Meanwhile, to incorporate, you will be required to submit a copy of passport, proof of residential address and bank reference letter for every non-resident shareholder and director; whereas for each resident shareholder/director, documents needed are a copy of Singapore ID, and copy of passport for foreign individuals.

If the shareholder is a corporate entity, documents needed are a copy of the parent company’s certificate of incorporation, and a copy of official documents reflecting the registered address and directors of the parent company.

How can SBCS help?

Here at SBCS, we are able to assist you in incorporating your company including:

Supporting New Business Growth in Singapore

To support new businesses in Singapore, we offer ready-made company formation packages designed exclusively to meet the needs of Foreign Entrepreneurs, Foreign Companies and Singapore Residents.

Here’s What You Need To Know About Company Incorporation In Singapore

Are you one of those many individuals who wish to start a business in Singapore and benefit from its thriving economy, business-friendly policies, a transparent and non-corrupt system, and many other factors? If yes, then this guide is for you. This article discusses everything you need to know about company incorporation in Singapore, its corresponding requirements and documents needed, and its complete process. The article also discusses in detail any additional requirements for foreigners if they wish to incorporate their company in Singapore and how easy it is for them to complete Singapore company incorporation. 

Prerequisites For Company Incorporation In Singapore

Before you start the actual Singapore company incorporation process, you must choose the right business structure for your company. The type of business structure that you choose will have an impact on the liability, taxation, and other regulatory obligations regarding your company. Choosing the right structure is crucial to ensure maximum compliance and timely filing. It also helps minimise risks, increases operational productivity, and leads the business on the right path to success. 

The types of business structures to choose from are:

Private Limited Companies (Pte Ltd)

The most common and preferred business structure for companies is the private limited structure. Such a company is a separate legal entity with limited liabilities. The company can enjoy various tax exemptions and benefit from several government schemes for business growth and expansion. A private limited company can have a maximum of 50 shareholders which can either be individuals, companies, or a mix of both. This kind of structure is the most scalable, flexible, and advanced type that foreign businesses prefer for incorporation of a company. For foreigners who wish to relocate to Singapore for running the business or even for those that plan to run business operations from abroad, a private limited liability company is the most preferred option. 

Sole Proprietorship (SP)

In sole proprietorship, a company is not considered a separate entity from the owner; they are both considered as one. Although a more straightforward type of structure, it carries more risk for the owner as he/she is personally liable for the company and therefore has unlimited liability. Since you and your company are considered one, single entity, yours and the company’s assets can be used by the creditors in case the business is unable to pay back a certain debt. 

Limited Liability Partnerships (LLP)

A limited liability partnership LLP is between at least two partners that may be individuals or corporate entities. In case of an individual partner, the profit is taxed at personal income tax rates whereas in case of a corporate partner, the profits are taxed at corporate tax rates. This is a preferred form of business structure for foreigners who wish to partner with a local entity who can run the business affairs locally while they run the operations from abroad. In a limited liability partnership, the company is a separate legal entity from the owners. The downside of an LLP is that such a partnership is not qualified to obtain government loans and the ownership cannot be transferred easily. 

Requirements For Company Registration

  • Once you have decided on a structure for your business, you must ensure that the requirements for company registration are met before you can go along with the company incorporation process. Make sure that the following checklist for incorporation of private limited company and other types are met before you start the incorporation application.
  • You must choose a unique company name that should be approved by ACRA.
  • You must appoint at least 1 local resident Director who should be a Singapore citizen, a permanent resident, or have an Employment Pass (EP) sponsored by the same Singapore company..
  • You can recruit up to 50 shareholders who can be individuals or legal entities.
  • Your company should have a minimum paid-up capital of SGD 1.
  • Your company must have a registered physical business address in Singapore.
  • You must appoint a company secretary who will assist the directors in company compliance with all legal regulations and statutory requirements.
  • You must have a corporate bank account setup for the company to legally operate.

Company Incorporation Singapore Procedure

The company incorporation procedure is done online through Singapore’s Accounting and Corporate Regulatory Authority (ACRA). Do note that a foreign individual is not able to complete the registration of your own company without the assistance of a filing agent who will assist with the preparation of the legal documents and guide you through the entire procedure.

The process involves the following two steps:

Reserve Company Name

The first step is to get the company name approved by ACRA. Usually, it takes about a day for such approval to be received; however, in some cases, it may take longer. The proposed name should be identical or similar to an already registered name and should not be obscene. Once the company name is approved, it will be on hold for 60 days during which you should finalise the registration process.

Register Company

After receiving company name approval, the next step is to apply online for registration with all the required documents, duly signed by the directors of the company. The process of filing the paperwork and getting approval from ACRA can be done in a single day. On average, the company incorporation process can be completed within 1 to 3 business days.

Documents Required For Company Registration

  • The following documents and information are required for company registration:
  • Company name
  • Registered business address
  • SSIC code and brief description of business activities
  • Shareholders’ contact details and supporting documents – passport & proof of address
  • Directors’ contact details and supporting documents – passport & proof of address
  • Share capital details
  • Details of company secretary
  • Company constitution
  • Board resolution
  • Appointment letters of key officers

Additional Requirements For Foreigners

  • For a foreigner to incorporate a company in Singapore, there are a few additional requirements. A foreigner must meet the following requirements:
  • At least $1 paid-up capital
  • At least one shareholder
  • A registered physical address in Singapore
  • A local company secretary
  • A Singapore resident director
  • Hire a professional consultant to apply for registration on the foreigner’s behalf since a foreigner cannot self-register the company.

Moreover, a foreigner will need to apply for an Employment Pass (EP) or an EntrePass in order to start living in Singapore and operate the business from there. If you wish to incorporate the company in Singapore but carry out its operations from abroad, you will need to appoint a company director or an authorised representative who is a resident of Singapore. This person will then manage your business on your behalf. You can also hire the company incorporation services in Singapore like Startup Biz Consultants who can help you with the entire company incorporation process and provide services like a resident nominee director, company secretary, and a local registered address.

What Next After Singapore Company Incorporation?

Once you have completed the process of company incorporation in Singapore, there are certain tasks that still need to be done. These include:

Receive Company Incorporation Certificate

After ACRA approves your company incorporation application, it will email you a notification about the confirmation of company registration. This will serve as your incorporation certificate that will also include your business registration number. An online request to ACRA can be made if you need a hard copy of the certificate.

Receive Business Profile

Along with the incorporation certificate, ACRA will also provide you with the business profile of your company for free. This business profile is basically the identity card of your company and is referred to as Bizfile.

Open Corporate Bank Account

The next step after Singapore company incorporation is to open a corporate bank account. For that, you will need the following:

  • Corporate bank account opening form
  • Director’s resolution
  • Certified copy of the company’s business profile
  • Identification proof of directors, owners, and signatories.

Apply For Business Licences

In Singapore, some business activities require special business licence or certificates without which you cannot run your business operations. For example, you may need an Export Health Certificate to certify a food consignment as fit for human consumption for export of food items or a Certificate of Registration and Hotel-keeper’s Licence if you wish to provide accommodation as a hotel in Singapore. After your company has been registered, you will need to apply for these specific business licences according to your business activities before you can start operations.

Register For Goods and Service Tax (GST)

If you expect that your business annual turnover will exceed SGD 1 million, then you need to register for GST. If the expected annual turnover is less than SGD 1 million, there is no need to register for GST.

Annual Filing Requirements

Finally, every Singapore incorporated company is required by the Singapore Companies Act to adhere to specific annual corporate tax filing requirements and ensure that all requirements are met on time. For foreigners who have completed their incorporation of a local company and are operating their business operations in Singapore, hiring the services of a professional company secretary can ensure that their business stays compliant with all the legal and statutory requirements.

Startup Biz Consultants is Singapore’s leading business consultancy and company incorporation services provider that can help you navigate through the process of company incorporation and take care of all your legal and filing requirements. Schedule an appointment with us today and explore the different ways in which they can help you with your business needs.