Register a Company in Singapore.
Register a Company in Singapore. The general steps and requirements involved in registering a company in Singapore, including choosing a business structure, selecting a company name, appointing directors and company secretary, preparing incorporation documents, registering with the Accounting and Corporate Regulatory Authority (ACRA), obtaining necessary licenses and permits, and complying with ongoing regulatory requirements. know more
What is Register a Company in Singapore?
Choose a Business Structure: Select the most suitable business structure for your company, which could be a Private Limited Company (Pte Ltd), Limited Liability Partnership (LLP), sole proprietorship, or partnership. Each structure has its own advantages and implications in terms of liability, taxation, and compliance requirements for Register a Company in Singapore.
Company Name Reservation: Choose a unique and suitable name for your company. The name should comply with the guidelines set by the Accounting and Corporate Regulatory Authority (ACRA) of Singapore and should not infringe on any existing trademarks. You can reserve the proposed company name through ACRA’s online portal.
Appoint Directors and Company Secretary: Every Singapore company must have at least one director who is ordinarily resident in Singapore and one company secretary. Directors must be individuals, at least 18 years old, and not bankrupt or convicted of any malpractice.
Share Capital and Shareholders: Determine the share capital of the company and the distribution among shareholders.
Registered Address: Provide a registered office address for the company. This address will be used for official correspondence and must be a physical address in Singapore, not a PO Box.
Prepare Company Constitution (for Pte Ltd): Draft the company’s constitution, which outlines the rules governing the company’s internal management and operations. This is typically required for Private Limited Companies (Pte Ltd).
Register with ACRA: Prepare the necessary incorporation documents, which may include the Memorandum and Articles of Association (for Pte Ltd), LLP agreement (for LLP), and other required forms. Submit the documents to ACRA along with the registration fee.
Obtain Necessary Licenses and Permits: Depending on the nature of your business activities, you may need to obtain specific licenses or permits from relevant government agencies in Singapore. Examples include licenses for food establishments, financial services, and healthcare services.
Register for Taxes: Once your company is incorporated, you must register for Goods and Services Tax (GST) if your taxable turnover exceeds or is expected to exceed SGD 1 million per year. You may also need to register for other taxes such as Corporate Income Tax.
Open a Corporate Bank Account: After incorporation, open a corporate bank account in Singapore. Choose a bank that offers suitable business banking services and features to meet your company’s needs.
Compliance and Reporting: Ensure compliance with ongoing regulatory requirements, including filing annual returns, maintaining proper accounting records, holding annual general meetings, and submitting tax returns to the Inland Revenue Authority of Singapore (IRAS).
Consider Employment Passes and Work Visas: If you plan to relocate to Singapore or hire foreign employees, you may need to apply for Employment Passes or work visas through the Ministry of Manpower (MOM).
Types of Singapore Business Entities
Private Limited Company (Pte Ltd):
A Private Limited Company is the most common and preferred business entity type in Singapore.It offers limited liability protection to its shareholders, meaning their personal assets are protected from the company’s debts and liabilities.Shareholders are not personally liable for the company’s debts beyond their share capital contribution.A Pte Ltd can have a maximum of 50 shareholders, and the shares are not publicly traded.It is a separate legal entity from its shareholders, with perpetual succession.
Limited Liability:
An LLP is suitable for professionals and service-based businesses such as law firms, accounting firms, and consultancy services.It offers limited liability protection to its partners, similar to shareholders in a Private Limited Company.Partners are not personally liable for the debts and liabilities of the LLP beyond their agreed contribution.An LLP must have at least two partners, and there is no limit on the maximum number of partners.It is required to file annual declarations of solvency and financial statements.
Sole Proprietorship:
A Sole Proprietorship is the simplest form of business entity and is owned and operated by one individual.The owner is personally liable for all debts and liabilities of the business, and there is no legal distinction between the business and its owner.It is easy and inexpensive to set up and maintain, but it offers no limited liability protection.The owner reports business income and expenses on their personal income tax return.
Partnership:
A Partnership is similar to a Sole Proprietorship but involves two or more individuals (partners) carrying on a business together.Partners share profits and losses according to the terms of the partnership agreement.Each partner is personally liable for the debts and obligations of the partnership.There is no separate legal identity for the partnership, and it does not have perpetual succession.
Public Company Limited by Shares:
A Public Company Limited by Shares is a company whose shares are freely transferable, and it can offer its shares to the public.It must have a minimum of 50 shareholders and comply with additional regulatory requirements compared to a Private Limited Company.It is subject to stricter disclosure and reporting obligations, including the filing of prospectuses and financial statements.
Private Limited Company Formation in Singapore
Name Reservation:Choose a unique and suitable name for your company. The name should comply with the guidelines set by the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. You can reserve the proposed company name through ACRA’s online portal.
Appointment of Directors and Company Secretary:A Private Limited Company must have at least one director who is ordinarily resident in Singapore. Directors must be individuals, at least 18 years old, and not bankrupt or convicted of any malpractice.Appoint a qualified company secretary within six months of the company’s incorporation.
Share Capital and Shareholders:Determine the share capital of the company and the distribution among shareholders. Shareholders can be individuals or corporate entities.
Registered Address:Provide a registered office address for the company. This address will be used for official correspondence and must be a physical address in Singapore, not a PO Box.
Memorandum and Articles of Association:Prepare the Memorandum and Articles of Association (M&AA) for the company. The M&AA outlines the rules governing the company’s internal management and operations.
Incorporation Process:Prepare the necessary incorporation documents, including the M&AA, consent to act as director and statement of non-disqualification of directors, and other required forms.Submit the incorporation documents to ACRA along with the registration fee.
Obtain Necessary Licenses and Permits:Depending on the nature of your business activities, you may need to obtain specific licenses or permits from relevant government agencies in Singapore. Examples include licenses for food establishments, financial services, and healthcare services.
Register for Taxes:Once your company is incorporated, you must register for Goods and Services Tax (GST) if your taxable turnover exceeds or is expected to exceed SGD 1 million per year.You may also need to register for other taxes such as Corporate Income Tax.
Open a Corporate Bank Account:After incorporation, open a corporate bank account in Singapore. Choose a bank that offers suitable business banking services and features to meet your company’s needs.
Compliance and Reporting:Ensure compliance with ongoing regulatory requirements, including filing annual returns, maintaining proper accounting records, holding annual general meetings, and submitting tax returns to the Inland Revenue Authority of Singapore (IRAS).
Documents Required to Register a Company in Singapore
- For All Business Entities:
- Proposed company name (must be unique and comply with ACRA’s guidelines).
- Description of business activities.
- Registered office address in Singapore (physical address, not a PO Box).
- Particulars of shareholders, directors, and company secretary.
- For individuals: Full name, residential address, identification details (e.g., passport or NRIC), and contact information.
- For corporate entities: Name, registered address, registration number, and details of directors and shareholders.
- Memorandum and Articles of Association (for companies) or LLP Agreement (for Limited Liability Partnerships).
Additional Documents for Company Registration (Private Limited Company):
- Declaration of Compliance with requirements for incorporation.
- Particulars of initial shareholders and their shareholdings.
- Particulars of initial directors and their consent to act as directors.
- Statement of Non-disqualification of directors.
Additional Documents for Limited Liability Partnership (LLP) Registration:
- LLP Agreement outlining the rights and obligations of partners.
- Statement of partners’ contributions and consent to act as partners.
Additional Documents for Foreign Individuals/Entities:
- Passport copy and proof of residential address for foreign individuals. Incorporation documents and certificate of good standing for foreign corporate entities.
Licenses and Permits:
- Examples include licenses for food establishments, financial services, and healthcare services.
Others:
- Any other relevant documents requested by ACRA or other regulatory authorities based on the specific requirements of your Register a Company in Singapore.