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Guide to incorporating a Company in Singapore

By IRB Law LLP | | Category: Corporate

Why incorporate a company in Singapore?

Singapore has a uniquely renowned business-favourable profile. With its international reputation and credence, stable political environment, pro-business government policies in areas concerning immigration, taxation, and procedural efficiency in incorporation, professional and cosmopolitan workforce; alongside robust legal institutions to protect one’s business, it is easy to see why Singapore is an attractive place to start a business.

A well-regarded regional trading and financial hub within Asia-Pacific, Singapore was rated as the world’s second most pro-business regime in World Bank’s annual Doing Business report as of 2018, and the world’s second most open economy by the Heritage Foundation’s Index of Economic Freedom as of 2017.

What would I need to register my company?

Every aspiring company must register itself with the Accounting and Corporate Regulatory Authority (ACRA), with the entire process being subject to the Companies Act. This process is completed by registering an approved company name with ACRA, paying the requisite fee, and depositing a copy of the proposed corporate charter and other relevant documents required by the Registrar. Accordingly, Part III of the Companies Act enumerates these requirements:

  • An approved company name
  • At least one (1) resident* director, with no restriction on the number of the additional resident or non-resident directors that may be nominated. All directors appointed, however, are required to be at least 18 years of age, non-bankrupts, and have a history free of malpractice charges.
  • Anywhere between 1-50 shareholders. Shareholders need not necessarily be directors, resident* individuals or companies, whereby 100% non-resident* shareholding is permissible. Post-incorporation, shares may be issued or transferred at will anytime.
  • A resident* company secretary appointed within 6-months of your company’s incorporation. However, sole directors and/ or shareholders cannot be appointed as the company secretary.
  • A minimum of $1 paid-up or share capital for the purposes of registration, whereby this capital may be increased anytime after incorporation.
  • A local, physical address in Singapore as the registered address of your company of either a residential or commercial nature. However, the address cannot be merely a P.O Box.

* Either a Singaporean Citizen, Permanent Resident, or holder of Singaporean work visa (EntrePass or Employment Pass)

What documents are required for incorporation?

  • Company name
  • Short description of chosen business activities
  • Shareholders’ particulars
  • Directors’ particulars
  • Registered Address
  • Company secretary particulars
  • Corporate charter (Constitution)

For Singapore residents: A copy of Singapore identity card

For Non-residents: Copy of passport, proof of overseas residential address, on top of other Know-Your-Client (KYC) information such as bank reference letters, business and personal profiles.

For corporate entity shareholder(s): Copy of registration documents, such as the Certificate of Incorporation and Corporate Charter.

I’m looking to incorporate a Singapore company, but I’m not a Singapore resident, are there any additional things to take note?

On top of the above mentioned general guidelines, there are some additional information and considerations that non-Singapore residents have to be aware of:

  • Non-resident individuals and or entities cannot self-register companies. Instead, a professional firm must be engaged.
  • A Singapore work visa is not required to incorporate a private limited company if you intend to operate your business from overseas. Instead, you may visit Singapore with merely a visitor visa to attend to company matters on a short-term basis. However, it is important to note that the one minimum resident director requirement still applies.
  • However, if you plan to move to Singapore to operate your company, an Employment Pass or Entrepreneur Pass is required for you to act as the local resident director of your company.
  • All formalities related to incorporation and work permits can be handled without you being physically present in Singapore- unless you choose to open a bank account under a Singapore-based bank.

How will I know when my company has been successfully incorporated?

Upon successful incorporation of a company in Singapore, ACRA will send you an official notification via email for confirmation (notice of incorporation). This email notification is treated as an official Certificate of incorporation and contains essential information such as the date of incorporation, type of company, alongside your Unique Entity Number (UEM).

How we can help you

Incorporating a company in Singapore would allow you to capitalise on the wide range of opportunities that are concomitant to doing business, or locating your business in Singapore.

However, procedural deadlock and new issues may arise at any stage of your business development, hindering your business efficacy. No matter your needs and demands; be it requiring a resident director or company secretary, seeking help in navigating through the process of incorporating a company at any stage, etc., we would be able to assist you.

We firmly believe that everyone should fully understand the rights and liabilities that accompany incorporating a company in Singapore.

These are the relevant corporate services we provide concerning incorporation:

Starting up

  • Incorporation of Company
  • Provision of Corporate Secretary
  • Provision of Nominee Director (Annually or Quarterly)
  • Provision of Registered Address
  • Creation of Common Seal
  • Assistance with Bank Account Creation
  • Employment Pass Application Submission
  • Trademark Registration

Management Matters

  • Updating Personal Particulars of Officers
  • Appointment/ Resignation of Officers
  • Change of Company name
  • Amendment of Constitution
  • Issuance of Dividends
  • Change of Company Registered Address

Share Capital Matters

  • Issuance/ Transfer/ Conversion of Shares
  • Establishment of Employee Stock Option Scheme (ESOS)
  • Share Buyback- Equal Access (Section 76C)
  • Share Buyback- Selective Acquisition (Section 76D)
  • Reduction of Share Capital (Section 78B)

Reporting Matters

  • Annual General Meeting
  • Annual Return
  • Application for Extension of Time

Miscellaneous

Striking Off of Company

The article was originally posted at irblaw.com.sg

IRB Law LLP

IRB Law LLP is a firm of dedicated lawyers with a focus on Trust, Integrity, and Transparency for everyone we represent. With humble beginnings, the law firm has grown to one of the most trusted individual and business law firms in Singapore.

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