Step-by-Step Guide: How to Register a Company in Singapore?

This comprehensive guide will help you in understanding the process involved in starting a business in Singapore, registering a company as an individual and registering a company as a foreigner. As one of Asia’s high-income economy, Singapore has a number of requirements that needs to be complied in order to register a company or operate a business.

Timcole is the right stop for your needs. It will help you wade successfully through the complex and tedious registration process in setting up your corporation, and that too at a very reasonable cost. Since Foreigners they are not allowed to self-register their company here, they need to consult local business registration providers to register or start a new business.

In Singapore, the best way to start or relocate your business is to set it up as a private limited company. In Singapore, a limited company is a separate legal entity which provides protection to the shareholders from the debts beyond their own capital contribution. The Singapore Companies Act stipulates that any individual who is 18 years or older can register a company in Singapore. Registering the company according to these legal stipulations provides an efficient tax structure.

Individuals who are 18 years old or above need to follow the following procedures as required by Singapore’s Accounting and Corporate Regulatory Authority (ACRA) for registering their business in Singapore:

The applicant needs to choose a suitable name and submit it electronically through ACRA’s BizFile+ system for approval. The incorporation will proceed once the approval is received.

The applicant needs to define the structure of his company. There are various types of companies structures from which he can choose from:

Private Company:

• Private Company (which is limited by Shares): This type of company has a maximum of 50 shareholders.
• Private Company (Exempt by Minister): It has a maximum of 20 individual shareholders with no corporation listed as a shareholder and it has been deemed as exempt by the Minister.

Public Company:

• Public Company (which is limited by Shares): This has more than 20 shareholders and they typically raise capital through share or debenture offerings to the public.
• Public Company (which is limited by Guarantee): It has members instead of shareholders, and is created for carrying out non-profit making activities.

Once the company structure is decided, the next step is to appoint key personnel in your company for day-to-day operations. Following are the positions that need to be created for this purpose:

• Director: The Director is a person who is in charge of the day-to-day activities of the company. He should be at least 18 years old, a legal citizen of Singapore and an Employment Pass holder.
• Company Secretary: Within 6 months of incorporation, the company should select a Company Secretary who should be a citizen of Singapore. He cannot be the Director of the company.
• Chief Executive Officer: The Company can appoint a Chief Executive Officer or a Managing Director to run the daily operations. He need not be appointed with ACRA.
• Auditor: Unless exempted under the Companies Act, each Company must appoint an Auditor within 3 months of incorporation.

The Company should have minimum 1 shareholder and maximum shareholders depending on the company type or structure that has been intended. Along with their personal details, the Company should also provide the total amount paid by the shareholders for their shares.

While there is no minimum paid-up capital requirement, the minimum issued capital should be $1.

Generally, the company would issue two types of shares – Ordinary Shares and Preference Shares.

While submitting an application, the applicant needs to provide a registered address. This address should be a valid address accessible by the normal public; however, need not be the place where the operations are carried out.

While applying, the applicant should submit the Constitution of the company (either created by him or by adopting the Model Constitution), which is a legal document that contains the following information:

• Key Objectives and Characteristics of the Company
• Rules and Regulations
• Details of operations and how they will be carried out
• Responsibilities and rights of the directors and key personnel

The applicant must decide which Financial Year will be followed for corporate filings – March 31, June 30, September 30 or December 31.

Foreigners who look for setting up their business in Singapore look for a hassle-free process that is devoid of corruption and red-tapism. The Singapore government has made the registering process for foreigners simple.

As with a normal company, you need to decide the type of company that you desire to incorporate. The application needs to be submitted via the ACRA online portal, which requires a SingPass. Since this pass can be obtained only by Singapore nationals, it is imperative that you hire a professional services provider, like Timcole, which will guide you through the entire process of registering a company in Singapore.

The following information is needed for the registration:

• Name of the Business
• Nature of Business Activities
• Paid-up Capital (Minimum S$ 1)
• Registered Office Address (Local)
• Details of Shareholders
• Details of the Directors

Foreigners have two options for operating their company in Singapore:

1. Running the Business in Singapore from Overseas – This is for cases where the foreigner chooses to stay abroad and run the business in Singapore.
2. Running the Business while staying in Singapore – This for cases where a foreigner sets up a wholly-owned subsidiary in Singapore and works in that company or employs a foreign national.

If you are a foreigner interested in setting up a business in Singapore while you operate it from Overseas, you need to select at least 1 Director who is the citizen of Singapore. All other requirements for incorporation remain the same as that of setting up a local company. This type of registration eliminates the need for you to locate to Singapore.

If you have decided to move to Singapore and start a business, then as mentioned above, you need to engage the services of an agent, such as a law firm, accounting firm, etc and appoint a Director who is a citizen of Singapore. Apart from this, you will also have to obtain an Employment Pass or an EntrePass, which enables foreign entrepreneurs to operate new businesses in Singapore. All other formalities of the registration remain the same.

In both the options above, Timcole can help you in the following ways:

• Timcole can act as your local director who can help you set up the business
• Timcole can also handle all the formalities for incorporating your company and acquire all the necessary work permits to let you have a hassle-free experience. Depending on your local bank, you would be required to be present while opening your bank account.

The Company Registrar will need the following information and documents:

• Name of the Company
• Brief Description of Business Activities
• Details of the Shareholders
• Details of the Directors
• Registered Address (Local)
• Details of the Company Secretary and other Key Personnel
• Memorandum and Articles of Association (MAA). ACRA provides the standard format to be used.

Timcole will collect the below mentioned documents to assist you in registering your company at a reasonable cost.

If the above documents are in any other language, you will need to provide us the translated versions.

Singapore’s Accounting and Corporate Regulatory Authority (ACRA) has a fully computerized online system which completes the registration procedures in 1-2 business days. You need to login to the BizFile+ system using your SingPass and identification number. If you are a foreigner, then Timcole will help you by accessing the online system.

The following procedure needs to be undertaken to register the business:

You need to choose a name for your business that suits the nature of your activities. Once you select a name, run it through BizFile+ to check if it is available. The name will be approved in a day except for the following reasons:

• It is identical to other registered businesses in Singapore.
• The name contains terms which are vulgar, offensive or obscene.
• The Ministry of Finance has prohibited it by order.

Before incorporating your company, you need to register your name with BizFile+, which costs S$15. Once it is approved, the name will be reserved for 120 days, during which the company needs to be incorporated or else it will be made available to the public. In a few instances, the name will be forwarded to the necessary authorities for their review and approval.

While registering the name, the nature of the business should also be mentioned. You need to search for the relevant SSIC Code to denote the primary and secondary business activity of your company.

Once the ACRA approves the company name, they will process the business incorporation documents that have been submitted. Timcole will ensure that all documents have been collected and submitted in order and that all the directors and shareholders have signed the requisite forms.

It may seem that the application approval process has been delayed. However, in rare cases, the relevant government authorities will perform additional investigations if needed. The ACRA fess is S$ 315 upfront which is included in the Company Incorporation Package provided by Timcole. The company will be set up in 15 minutes once the fees have been paid.

After your company has been successfully registered, the following documents will be issued.

Once the company is incorporated, the ACRA official will provide the applicant with the company registration number via email. This soft version is considered as the legal Certificate of Incorporation. Those desiring to have a hard copy can obtain it from the ACRA at a fee of S$50.

On payment of a nominal fee of S$16.50, a business profile, generally in form of a PDF can be requested from the ACRA. The following documents will be made available for download in a matter of a few hours:

• Company name and Registration number
• Previous names for the company (if applicable)
• Incorporation date
• Principal activities
• Paid-up capital
• Registered office address
• Details of the Shareholders
• Details of the Directors
• Details of the Company Secretary

Once you have completed the incorporation procedure, Timcole will help you in completing all other supplementary tasks as follows:

• Opening a Corporate Bank Account
• Lease Office Space and set-up communication lines
• Obtain Share Certificates of each Shareholder
• Obtain Share Register
• Obtain Company Seal and Rubber Stamp

Timcole can help you in selecting the best bank to conduct your financial transactions. While your presence won’t be necessary for some banks, a visit to some of these can assure you of a successful financial relationship.

In Singapore, certain businesses require a special license. Timcole will help you in obtaining these licenses. Following are such businesses:

• Restaurants
• Educational Institutes
• Travel Agencies
• Financial Services
• Import/Export of Goods
• Employment Agency

Once your company starts the business, you will have certain tax obligations. You will have to register for GST if:

• If your turnover (taxable) for the past three calendar quarters prior to January 2019 exceeds S$1 million.
• If your turnover at the end of the calendar year exceeds S$1 million.

Timcole will help you in registering for GST.

All registered companies need to follow the Annual filing requirements as stipulated by the Singapore Companies Act as well as the Income Tax filing as decreed by the Singapore Income Tax Act. Timcole will help you in both these filings.

Timcole is one of the leading company incorporation and accounting firm based in Singapore. Our wide range of professional services serve as a one-stop solution for your business, offering you the most affordable price for services conducted with the highest level of excellency.

Contact us to find out more on how we can help you with your company today.