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Steps to incorporate your company in Singapore

Writer's picture: Sharon ChooSharon Choo

Updated: Jun 17, 2023

What does it take to incorporate a Company in Singapore?


Looking to register a company in Singapore? This comprehensive guide provides essential information on establishing and conducting business in Singapore, including the necessary requirements, procedures, and timelines involved.


In summary:

1. Choose Company name

2. Determine Company’s principal activities

3. Choose Company type

4. Determine your Company’s Financial Year End

5. Appoint your Company’s shareholders, directors, secretary and other officers

6. Determine your Company’s share capital

7. To have a physical registered address for your company

8. To register for GST (if applicable)

9. Draft your Company’s Constitution

10. SingPass

11. Prepare Incorporation documents

12. Filing with ACRA

13. Compliance requirements



incorporate company in Singapore

In details, lets dive in deeper into these steps to successfully incorporate your company in Singapore:


1. Company Name

You must choose a unique company name that is not already in use and does not contain any prohibited or undesirable words. Once your proposed name is approved, you have 120 days to complete the incorporation process.


2. Company Principal Activities

You need to determine the principal activities of your company, which can be selected from the list provided in the Singapore Standard Industrial Classification (SSIC). This classification assigns a specific SSIC code to your company based on its primary business activities.


3. Company Type

These are the main company types in Singapore, each with its own characteristics and implications in terms of liability and taxation:


a. Private Limited Companies (Pte Ltd)

A private limited company is a separate legal entity from its members and directors. It can have a maximum of 50 members or less, may consist of both corporate and individual shareholders. Members have limited liability and can sue or be sued in the company's name. They can also own property in the company's name. Members are not personally liable for the company's debts and losses. The profits of a private limited company are taxed at corporate tax rates.


b. Sole proprietorships

A sole proprietorship is a business owned by a single individual, and it does not have a separate legal entity. The owner has unlimited liability and can be sued in both their personal name and the business name. They can own property in their individual name. The owner is personally liable for the debts and losses of the business. The profits of a sole proprietorship are taxed at the owner's personal income tax rates.


c. Limited Liability Partnerships (LLP)

An LLP is a partnership with limited liability for its individual partners. It must have at least two partners, with no maximum limit. It has a separate legal entity from its partners. Partners have limited liability and can sue or be sued in the LLP's name. They can own property in the LLP's name. Partners are personally liable for debts and losses resulting from their own wrongful actions, but they are not personally liable for the debts and losses incurred by other partners. The profits of an LLP are taxed at the partners' personal income tax rates (if individual) or corporate tax rates (if a corporation).


4. Financial Year End

The financial year end (FYE) of a company is the last day of its accounting period, marking the end of a specific time frame for financial reporting.


By setting an appropriate FYE, companies can ensure timely compliance with regulatory requirements and financial reporting obligations. It provides a structured framework for monitoring and evaluating the company's financial health on a regular basis.


5. Shareholder

A company in Singapore is required to have a minimum of one shareholder. The shareholder can be an individual or a corporate entity. Singapore allows 100% foreign ownership, which means that foreign individuals or companies can own the entire shareholding of a Singapore company.


This flexibility in shareholder composition allows companies to have diverse ownership structures and facilitates foreign investment in Singapore.


6. Director

It is mandatory to appoint at least one director for a company. It is important to note that at least one director must be a resident of Singapore. The director can be a Singapore citizen, a permanent resident, or an Employment Pass holder.


If you are not a Singapore resident and you wish to incorporate a Singapore company, there are a few important points to consider:


a. Engage a professional firm

Non-resident individuals or entities are not allowed to self-register a company in Singapore. You will need to engage a professional firm or corporate service provider to assist you with the registration process.


b. Employment Pass (EP) holders

If you hold an Employment Pass, your Singapore business must be incorporated before you can apply for the pass. The company should be structured as a private limited company.


c. Entrepreneur Pass (EntrePass)

The Ministry of Manpower (MOM) approves EntrePass for eligible foreign entrepreneurs who want to start and operate businesses in Singapore. To be eligible, your business should be venture-backed or possess innovative technologies.


d. Incorporate a company without relocating

It is possible to incorporate a company in Singapore without physically relocating. However, one of the basic requirements is that at least one director or authorized representative must be a resident of Singapore. This person can act as your authorized representative to manage the business.


e. Work permit formalities

While the company registration and work permit formalities can be handled remotely, it is important to note that if you intend to open a bank account with a Singapore-based bank, you may need to visit Singapore in person.


7. Company Secretary

Upon incorporating a company in Singapore, it is a requirement to appoint a qualified company secretary within six months.


The company secretary must be a natural person and a resident of Singapore.


They are responsible for handling various administrative and compliance matters of the company, including maintaining company records, organizing meetings, and filing statutory documents.


8. Paid up Capital

The minimum paid-up/share capital required is S$1. This means that at least one share with a nominal value of S$1 must be issued and fully paid for the company to be incorporated. This minimum requirement ensures that there is some capital invested in the company.


As the business progresses and expands, the shareholders have the flexibility to increase the share capital by issuing more shares and allocating additional funds to the company.


9. Registered Address

A registered address for the company must be a physical address located in Singapore and cannot be a PO Box.


The registered address can be either a commercial address or a residential address. It is also common for businesses to engage the services from professional service firms or corporate service providers that offer registered address services, along with additional services such as mail handling and forwarding.


10. Register for GST (if applicable)

If you expect your company’s projected revenue in Singapore to exceed S$1 million, it is mandatory to register for Goods and Services Tax (GST) with the Inland Revenue Authority of Singapore (IRAS).


Registering for GST entails the company becoming a GST-registered entity and being responsible for charging and collecting GST on taxable supplies of goods and services. The company must file regular GST returns to report the GST collected and paid to the IRAS.


11. Constitution

Constitution, also known as the Memorandum and Articles of Association is a legal document that outlines the company's constitution and sets forth the rules and regulations governing its operations.


By having a well-drafted Constitution in place, the company can establish a clear framework for its operations, promote transparency and accountability, and provide a solid foundation for the company's growth and success.


12. SingPass

To facilitate the process of incorporating a company in Singapore, individuals are required to have a Singpass. A Singpass is an electronic identity provided to Singapore citizens, and foreigners with qualifying Foreign Identification Numbers (FINs) can also apply for a Singpass.


Having a Singpass allows individuals to access various government services and digital platforms securely. In the context of company incorporation, it enables individuals to lodge their incorporation application to the Accounting and Corporate Regulatory Authority (ACRA) through the electronic portal known as Bizfile.


By using Bizfile, individuals can conveniently submit the necessary documents and information required for company registration.


13. Incorporation Documents

Certain essential documents need to be prepared including the application for company registration, Constitution, and consent to act as a director/company secretary forms.


14. Filing with ACRA

File the necessary documents with the Accounting and Corporate Regulatory Authority (ACRA) through their online portal known as BizFile+ and pay the necessary fees.


15. Compliance requirements

After successfully incorporating your company in Singapore, it is important to comply with the ongoing statutory requirements to maintain your company's legal and financial standing. Here are some key compliance requirements:


a. Annual Financial Statements

Prepare and file annual financial statements in accordance with the Singapore Financial Reporting Standards (SFRS). The financial statements should provide an accurate and true representation of your company's financial position and performance.


b. Annual General Meeting (AGM)

Hold an AGM within 6 months of the financial year-end to present the financial statements to the shareholders. During the AGM, important matters such as the appointment of directors and auditors, dividend declarations, and other resolutions may be discussed and voted upon.


c. Annual Return Filing

File the annual return with ACRA within 7 months of the financial year-end. The annual return contains information about your company, including details of directors, shareholders, registered address and financial year end filing status. It provides an update on the current status of your company.


d. Record-Keeping

Maintain proper records and accounting books, including minutes of meetings, registers of members and directors, accounting records, and any other relevant documents. These records should be kept in Singapore and made available for inspection when required.


e. Tax Compliance

Fulfill your tax obligations by filing annual tax returns with the Inland Revenue Authority of Singapore (IRAS). This includes the submission of tax computations, financial statements, and supporting documents.


f. Changes in Company Information

Notify ACRA of any changes in company particulars, such as changes in directors, shareholders, registered address, or Constitution. These changes must be updated in ACRA's records within the specified timelines.


g. Licenses and Permits

Depending on your business activities, you may need to obtain specific licenses or permits from relevant government agencies. Ensure that you are aware of the regulatory requirements applicable to your industry and obtain the necessary approvals.


h. Corporate Governance

Adhere to good corporate governance practices and maintain transparency and accountability in your company's operations. Comply with applicable laws, regulations, and codes of conduct to protect the interests of shareholders and stakeholders.


It is important to stay updated with the latest regulatory changes and seek professional advice or engage the services of a corporate service provider to ensure compliance with the statutory requirements. Non-compliance with these obligations can result in penalties, fines, or other legal consequences.


Contact Averie now to begin your hassle free Incorporation of Singapore Company in just a day if all your required documents are in place. Call or email to us for a totally free consultation!







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