What to consider before registering company in Singapore?
#1 For Local (Singapore Business Registration / Company Registration Singapore)
Thinking of starting a business in Singapore or how to register a company in Singapore? Company registration in Singapore is pretty complex.
For Singapore business registration or company registration in Singapore , a minimum of one shareholder is needed. 100 per cent foreign ownership of shares by individuals or legal entities is allowed.
For company registration in Singapore , at least one director must be Singaporean resident, i. e. a Singaporean citizen, a Singaporean permanent resident (PR) or a foreigner holding a valid Employment Pass (EP). Note that there are no restrictions on the number of additional local or foreign directors.
At least one company secretary Singapore must be Singaporean resident and qualified to hold the position. Specifically, the corporate secretary must have experience in the custody, maintenance and control of documents according to Singaporean law.
There are no requirements for minimum paid-up capital when incorporating a private limited company in Singapore. It is possible to register a company with paid-up capital of one Singapore dollar. Note that the share capital can be held in any currency.
For a different type of business, please refer to here
A local registered address in Singapore is required for a private limited company. Post Office Box addresses are not allowed.
Thus, the formula for the requirements to incorporate a private limited company in Singapore is as follows:
Once the decision is made to register a company in Singapore, the standard procedure is divided into three steps. The preparation phase consists of the approval of the company name, preparation and signing of all necessary documents. The incorporation phase (step 2) entails the submission of the actual application to the authorities. The follow-up phase (step 3) consists of opening the necessary bank accounts and, if necessary, obtaining licences and/or permits.
#2 Company Name
The name of your business must be suitable and not undesirable in nature. Your partners in the business must come together and brainstorm on the name for your business. Your business name will become a brand in your line of business and it is important that you get one that everyone is comfortable with.
- Disallowed Names
- Undesirable names
- Names which are identical to the name of any company / sole-proprietorship / forms of partnership regardless of whether the entities are Live Entities or Struck Off/ Wound Up/ Terminated entities
- Names that are identical to a name being reserved under the Business Registration Act, the Companies Act, the Limited Liability Partnerships Act or Limited Partnerships Act
- Names which the Minister has directed the Registrar not to accept for registration e.g. Temasek
#3 Letters From ACRA/ IRAS
Unique Entity Number
A unique entity number (UEN) will be generated and tagged to your Company for life. The UEN number is similar to your identification number, and will be used as your company’s identification when corresponding with government bodies like CPF (salary), MOM (manpower) , ACRA (Registrar) and IRAS (tax).
Letter from ACRA
The directors of the company will receive a congratulatory letter from ACRA in about a week after your company is registered. This letter will explain in brief your responsibilities as a director of the company.
Letter from IRAS
You will also receive a perforated letter from IRAS containing the EASY access code for your company tax matters. The EASY system stands for e-Services Authorisation System, an online system that allows organisations to authorise yourself, your employees or a third party to access e-Services on the behalf of the company. Without authorisation, nobody will be able to perform e-filing for tax matters for your Company. After the company name has been approved, the following incorporation documents must be prepared and filed:
Memorandum & Articles of Association setting out the objects and bye-laws of the proposed company. Statutory Declaration of Compliance (Form 6). Certificate of Identity (Form 7). Notice of Situation of Registered Office and of Office Hours at time of Incorporation (Form 44). Consent to Act as Director & Statement of Non Disqualification to Act as Director (Form 45).
#4 Open A Bank Account
A corporate bank account is opened under the name of the company. There are several banks in Singapore offering SME banking solutions to startup companies. Choose the best bank which is suitable for your company. The corporate bank account will facilitate the company transactions between your company, customers and suppliers.
#5 For Foreigners
Singapore law does not allow foreign individuals or foreign corporate entities to self-register a Singapore company. You must engage a professional secretarial firm to register your Singapore Company.
We have various packages to help you to open a company in Singapore. Contact us now and we will give you the quote once we know the requirements of your business set-up. We have professional to help you and assist you on this to make your incorporation path as smooth as possible.
#6 Decide A Place For Your Office
It all depends on which option will best suit your spacing needs over the short to mid-term, and whether you have the financially capability to do it. For leasing of a unit, you will need to fork out at least 2-3 months’ worth of rental, with 1 month of prepayment for rental and the remaining amounts being held as deposit.
For the long term of your business, it will be wise to consider to secure an office unit of your own.
#7 GST IRAS REGISTRATION – Hitting 1M Sales
You will need to register for GST on a compulsory basis if:
1. Your taxable turnover for the past 4 quarters* is more than $1 million (unless you are very certain that taxable turnover in the next 12 months will not exceed $1 million).
2. You can reasonably expect your taxable turnover in the next 12 months to be more than $1 million.
In the event that any of the 2 scenarios described above occurs, you will need to register for GST within 30 days of the date that your registration liabilities arise
Failure to register for GST when it is compulsory for you to do so may result in significant financial repercussions as the business is liable for a fine of up to $10,000, a 10% penalty based on the GST due from the date which the registration liabilities arise, plus the back-claiming of GST that should have been paid from the date that your GST liabilities arise.
#8 Work Passes Of Employees
Singapore has a decent pool of English speaking, highly educated, highly motivated and highly productive local work force, which is constantly looking to upgrade their skills and knowledge.
Singapore follows an open immigration policy to enhance the country’s talent pool. Such foreigners who have a job offer from a Singapore company and possess suitable qualifications need to get work visas approved by the Singapore’s Ministry of Manpower (MOM) before they start working. These work visas may be either work permit, S Pass or an Employment Pass, which is the preferred work visa among experienced professionals, managerial personnel, and executives. Other options are securing an EntrePass or a Personalised Employment Pass.
Moreover, if a company in Singapore needs a specialist or a manager to come for a short-term project, work visa approvals are granted in no time.
#9 Paying the First Salary – CPF
If you are intending to pay yourself a salary or if you are going to hire your first local employee, you will need to apply for a CPF number & CPF e-Submission account to contribute CPF amounts into the CPF account of the employee.
Failure to contribute CPF will result in fines, arrears and interests to be paid. In severe cases, the offender may be fined up to $10,000 for each offence or jailed up to 7 years, or both.
#10 FAQs On Singapore Company Incorporation
Q: How long does the incorporation process take?
The proposed company can be incorporated in two hours once the incorporation documents have been duly signed and payment of the incorporation fees has been made.
Q: Can a 100% foreign-owned company incorporate in Singapore?
Yes, Singapore allows companies entirely owned by foreigners to incorporate in Singapore as long as all the requirements are met.
Q: Do I need to be physically present in Singapore during the incorporation?
It is best to have a physical representative, foreigners are not required to be physically present during the incorporation process. The process may take longer than usual as the documents will be couriered. Do note that documents signed overseas have to be witnessed by a notary public.
Q: Do I need to relocate to Singapore to run my business?
Foreign entrepreneurs may manage their business remotely and visit Singapore at their convenient time. Those who wish to relocate and manage their business may do so by applying for an Employment Pass at Singapore’s Ministry of Manpower.