How to register a company in Singapore: the ultimate guide
This guide contains key facts on opening a company and doing business in Singapore: the requirements, procedures, and timelines.
How to start a business in Singapore?
To start a business in Singapore, you need to:
- Select your desired business structure
- Register your company with the Singapore Company Regulator (ACRA)
- Set up your corporate bank account
What is ACRA?
ACRA refers to The Accounting and Corporate Regulatory Authority which is a statutory board under the Ministry of Finance of the Singapore Government. ACRA is the national regulator of business entities, public accountants, and corporate service providers in Singapore.
How long does it take to register a Singapore Company?
The timeline needed to register a new company can vary from a few hours to days. When working with a company secretary the timeframe is primarily determined by how quickly each shareholder and director can send to the company secretary their personal documentation for verification such as proof of identification and residential address.
How much it cost to register a company in Singapore?
At Sleek, we can help register your company! You can also subscribe to our company secretary services package for us to prepare other documentation your company will need.
How can a foreigner register a company in Singapore?
If you are a foreigner, you might not be aware of the regulations in Singapore. To understand each and every process can also take up a lot of time so to avoid the hassle, you are advised to hire a company secretary firm like Sleek who can help with their entire business registration process and also provide services such as nominee director and registered address.
Registering a Singapore Company: high-level overview
We recommend having a shortlist of three in case your first choice isn’t available.
1 or more directors
Directors must be individuals, aged 18 and above, who have not been disqualified to hold a directorship in Singapore or elsewhere.
1 or more resident directors
At all times you will need at least one locally resident director. At the time of company registration, this is someone who is a Singapore citizen, Permanent Resident, or holder of an EntrePass visa.
Between 1 - 50 shareholders
A shareholder can either be an individual or a legal entity like a trust or another company. Singapore permits 100% foreign ownership of Singapore companies.
The minimum paid-up/share capital for a company to register in Singapore is S$1. Any time post business registration, the share capital can be increased.
A registered address in Singapore
The address that is provided for the company must be located in Singapore. It must be a physical address and a P.O. Box will not be accepted.
Every company must appoint a company secretary. This individual will help the directors to prepare and file all necessary documentation to keep the company compliant.
Unless the company has been exempted from audit (which is the case for most start-up companies), within 3 months of registration, every company must appoint an auditor.
Other helpful things to keep in mind when registering a company:
Aside from the obvious strategic and brand value, there are other considerations that may guide your choice of the company name.
Many new companies in Singapore are eligible to receive appealing tax incentives and exemptions. This is one of the primary reasons that entrepreneurs from around the world prefer to form their Singapore company.
Business Activity Classification
At the time of incorporation, every business in Singapore must select an SSIC code intended to describe their intended business activity. SSIC codes are used as a means of Government Statistics purposes and some codes require the need for specific licenses. Stumped as to which SSIC code to pick for your company?
Licenses & Permits
Some SSIC codes, company names, and business activities are restricted and require the application of a license prior to being able to conduct business. The good news is that Singapore has set up a business license portal that aims to deliver a user-friendly and efficient licensing experience.
When starting a business in Singapore, it is important to think about what insurances your business may need. By having such protection in place, it will allow you peace of mind to run your business.
Types of companies in Singapore
Private Limited Companies (Pte Ltd)
In comparison to other types of companies in Singapore, a private limited company (PTE LTD) is the most scalable, the most advanced, and the most flexible. It is the most common type of business compared to limited liability partnership (LLP) or sole proprietorship (SP).
A private limited company is characterised by (a) having less than 50 shareholders, and (b) not having its shares accessible to the public. Shareholders of a private limited company can be other companies, individuals, or a mixture of both.
Sole proprietorships (SP)
This type of business is straightforward but carries more risk for its owner since the owner will be personally liable for his/her company.
Legally, a sole proprietorship is not a standalone entity, which means that the owner – whether an individual or a legal entity – and the business are considered as one. Only Singapore citizens, Singapore permanent residents, or EntrePass holders are allowed to register a sole proprietorship.
The personal assets of the owner are not protected from the liabilities and business risks of the company. The owner has unlimited liability. This means when your business is not able to pay back a particular debt, the creditors can go after your assets as well as those of the company.
Unfortunately, most are not aware of this disadvantage, and it is recommended that aspiring entrepreneurs avoid this type of entity.
Recap of Sole proprietorships (SP):
- No separate legal identity with the owner personally liable for the company
- Profits are taxed at personal income tax rates without access to tax incentives
- No perpetual succession and non-transferrable ownership to another person
- Harder to attract outside investment, hire staff and scale globally
- Commonly used by small neighborhood shops or hobby eCommerce sellers
Limited liability partnerships (LLP)
This kind of entity combines features of companies and partnerships. Of the 3 types of partnerships, an LLP is the most advanced and most recent of business structures where the individual partner’s own liability is generally limited. An LLP is owned by at least two partners, individuals or body corporate, and is a legal entity separate from its partners.
An LLP is typically established to carry a profession, such as attorneys, architects, etc, where two or more would like to join together and form a practice in their shared field. The profits are taxed at partners’ personal income tax rates if the partner is an individual and at corporate tax rates if the partner is a body corporate.
A registered LLP can operate more like a partnership while at the same time enjoying the benefits that come with ownership of a Pte Ltd. However, the owner of the LLP needs to go into detailed agreements on how the profits will be divided.
Recap of Limited liability partnerships (LLP)
- Legal entities formed between 2 to 20 partners, > 20 must register PTE LTD
- Profits are taxed at personal income tax rates without access to tax incentives
- Partners are held personally liable for liabilities and debts of the company
- Commonly used by law firms to limit the liability of partners across different deals
Required documents when registering a business in Singapore
To incorporate your company in Singapore, you need to file with ACRA Singapore (the Accounting and Corporate Regulatory Authority), which manages company registration in Singapore. You will need to provide:
- Brief description of activities & SSIC Code
- Details of shareholders and KY information
- Details of directors and KYC information
- Registered Singaporean Business Address
- Share capital details
- The company’s constitution
Additional considerations for foreigners
Foreigners who are interested in registering their Singapore Company also need to consider the following:
- You will need to hire help in Singapore to set up. To register your Singapore business, you will need to hire a professional to file on your behalf. Singapore does not allow a foreign individual/entity to self-register their company.
- You do not need to travel or obtain a visa to incorporate your company. If you plan to incorporate your Singapore company, but don’t plan to move, you do not need to obtain any special travel visa. You may operate your company from overseas, and you may visit Singapore on a short-term visitor visa when you need to deal with company issues.
- You may need to hire a nominee director. If you are not planning to have anyone in your company move to Singapore, you will still need to fulfill the requirement to have a local director. You can easily find a professional service firm in Singapore that offers incorporation services including local resident directorship, such as Sleek.
- You may need to travel in order to set up a corporate bank account. Depending on the bank that you decide to use, many banks require the physical presence of directors and/or shareholders to approve the opening of a bank account in Singapore. We have a network of bankers and can help facilitate this – usually a straightforward process. Check out our short guide on How to open a Singapore bank account.
Timeline for registering your company
Once you have all your documents together, a company can be incorporated within one to three business day, as long as you have all of your documentation ready and ACRA does not cause any delays. Read on to find out how you can set up a company in Singapore via ACRA.
There are 2 steps involved in the company formation procedure for incorporating in Singapore: reserving a name, and registering the company.
1. Reserving the company name
To register your business in Singapore, you must make sure that your proposed name is approved by ACRA. Usually, you will find out whether your proposed name has been approved or rejected within a day. However, if your proposed name contains specific words such as media, bank, law, finance, or education, the corresponding external governmental authority may be required to review and approve the name.
To increase your chances of the proposed name being approved right away, you want to make sure that the name is not:
- already reserved
Approved company names will be held and secured for 60 days from the date of your application. If you need to extend the name reservation for another 60 days, you may do so by filing an extension just before the initial hold expires.
2. Registering the company
Once you have received approval for your name, the process of filing the paperwork and obtaining approval from the ACRA can be done in just a day – as long as the documents are all ready and have been signed by all directors of the new company.
What happens post-incorporation?
- You receive a Certificate of Incorporation. ACRA will send an email notification confirming the registration of your company. This is your official Singapore Company Incorporation Certificate and will include your business registration number. If you want a hard copy of the certificate, you can make an online request to ACRA for S$50.
- You receive a Business Profile (”Bizfile”). ACRA will also provide the business profile of your new company for free. The business profile is the identity card of the company.
- You are able to open a corporate bank account. After you have successfully registered your Singapore business, you will be able to open a corporate bank account with any of the banks in Singapore.
- Business Licenses Application. Depending on the activities that your business will be doing, you might also need to apply for business licenses. You will complete this process after registering your company and before starting your business.
- Registration for Goods and Service Tax (GST). If you expect your business’ annual turnover to exceed S$1 million, then you must register for Goods & Services Tax, or GST (also referred to as value added tax, VAT, in many countries). If you do not expect your business’ annual turnovers to reach S$1 million, you are not required to register for GST.
Ongoing requirements/formalities for filing
Once you have officially incorporated your Singapore business, the Companies Act requires specific annual filing requirements to be made. For more information, please refer to this article: Important deadlines for my company.