Complete guide to company registration in Singapore in 2021
Getting the company registered in Singapore is an easy task and can be done online. However, the Singapore government provides tax exemptions for business startups and helps them grow in their initial days. As Singapore is one of the best places worldwide for starting a business, it is a perfect opportunity for startups to grow.
Accounting and corporate regulatory authority (ACRA) process the company registration in Singapore. In this guide, you will find everything from key requirements to the registration procedure for a private limited liability company (LLC).
If foreign individuals are willing to reallocate to Singapore, then you will need a valid work pass. Also if your documents are not in English, you can Get Singapore Work Visa Application Translation Services by hiring certified translators from Singapore translators.
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2 Company Registration Procedure
Key Requirements for Singapore Company Registration
Here are some of the key requirements that every business owner should know before registering their company in Singapore:
- The very first requirement to register your company in Singapore is that your company name should be approved and registered with ACRA.
- In order to register your company in Singapore, you will require having a minimum of one director who can be a Singapore permanent resident, Singapore EntrePass holder, or Singapore citizen.
- The other most important requirement that needs to be kept in mind while registering the company in Singapore is that you should have a minimum of one and a maximum of 50 shareholders.
- In order to register your company in Singapore, you will require having a local registered address in Singapore for your company office.
- The minimum of initial paid-up capital must be S$1.
- You need to hire a minimum of one company secretary within six months from the date of your registration in Singapore.
What to do if foreigners want to register a local company in Singapore?
If the foreign individual is willing to register a local company in Singapore, then they need to meet the following requirements:
- In order to get eligible to register a local company in Singapore, you will need to appoint a registered filing agent who is capable of completing the company registration process on your behalf.
- You must appoint a local director (Singaporean, Permanent Resident, or EntrePass holder).
Company Registration Procedure
The company registration process is done online. To register your company with ACRA, you have to follow a few steps. Here is the overview of the few steps that you will require to follow:
- Company name approval with ACRA
- Preparation of company registration documents
- Company registration with ACRA
The company registration fees that you need to pay to the government are as follows:
- You need to pay S$15 to the government for company name application with ACRA and,
- S$300 for company registration with ACRA
Step 1: Get the Company Name Approved
Prior to the final process of registering the company in Singapore, all the business owners will require getting the approval of the company name from ACRA. Getting the approval of the company name is very simple and can be done online. Ensure that your company should follow the guidelines mentioned below:
- Your company’s name should not be the same as the name of any existing business in Singapore.
- The name of the company should not be vulgar.
- The name of your company should not be taken by any other company.
- Make sure that your company should not breach any trademarks.
If your company name follows the above guidelines, then your company name will be approved quickly.
Key facts to keep in mind for the name approval process:
Here are some of the things that you should keep in mind while getting the approval of your company name with ACRA:
- If your company name contains the most common regulated business words like “finance”, “legal”, “law”, “broker”, or “school”, then your company name approval will be forwarded to some other government authority. If this happens then, your company name approval process will be extended to few weeks.
- Upon approval of your company name, the company will require to reserve the name within 120 days. If a business owner doesn’t incorporate the company name within 120 days, the company name will be withdrawn, and some other person might take the name.
Step 2: Prepare the Company Registration Documents
Once your company name has been approved, then before you apply for your company registration with ACRA, you will require preparing the following documents:
Documents required by ACRA:
- You are required to present a document showing that your company name has been registered with ACRA.
- A detailed description of your business activities.
- You will require presenting the document showing that you have the Singapore registered address of the Company office.
- Details about the company secretary
- Details about the shareholder
- Details about the director
- The foreign company looking to register their business in Singapore will be required to submit the memorandum and articles of association.
- The Singapore citizen/resident looking to register their company in Singapore will need to submit the photocopy of a valid Singapore identity card.
- A foreign business owner will need to present the photocopy of their overseas residential address proof and valid passport.
Always remember that the document you submit must be in English or should be translated into English by certified translators at Singapore translators.
Step 3: Submit an application for company registration from ACRA
After your required documents have been prepared, now it’s time to register your company with ACRA. The registration process of your company will take place online, so it will not take much time to get processed. In some of the situations, when your company registration process has been forwarded to another government agency, then the process will be extended to few weeks.
Supporting Documents for Company Registration
In order to complete the registration process of your company, you will need to submit few important documents. However, as per the Singapore regulations, it is essential to get Know-Your-Client (KYC) due diligence, which is an important part of the incorporation and customer acceptance.
In addition to this, there are several other documents that you need to present if required:
- For Individual Shareholders
For every Officer, Shareholder, and Beneficial Owner of the proposed company:
- You will require submitting a copy of your valid passport.
- Residency card or NRIC only for Singapore residents.
- You need to present the residential address proof, including driver’s license, recent utility bill, rental agreement, etc.
- Also, the business owner needs to present the professional background of each individual. The professional background details can be in the form of curriculum vitae (CV), resume, or link to the person’s LinkedIn profile.
Documents Issued by ACRA on successful Registration.
Once your company is successfully registered, then ACRA will provide you with the following document:
CERTIFICATE OF INCORPORATION
The certificate of incorporation is the PDF file of the mail that you will receive from ACRA, which indicates that your company has been successfully registered in Singapore. The email of certificate of incorporation will include the following information:
- The name of your company
- The unique entity number, which is termed as your company registration number
- It will also mention the date when your company was registered in Singapore.
You won’t get the hard copy of the certificate of incorporation automatically upon registration of your company. Although if you wish to get a hard copy of the certification, you will require making an online request to ACRA after your company has been successfully registered. The cost of the hard copy of the certification is S$100 per copy.
There is no deadline to purchase the hardcopy from ACRA, as you can purchase the hardcopy any time by filling the online request. However, the hard copy of the certificate is not mandatory when you are doing business within Singapore. On the other hand, you might require the certificate if you are doing business overseas with an overseas government agency, Embassy, foreign counterpart, etc. Several companies only ask for the hard copy if required.
COMPANY BUSINESS PROFILE (BIZPROFILE)
Another document that you will receive from ACRA upon the registration of your company is BizProfile, commonly known as company extract. It is a type of PDF document which will contain the following information about your company:
- The company identification details include Company registration number (Unique entity number or UEN), company name, date of incorporation, etc.
- Principal activities
- Share capital
- Directors details
- Company secretary details
- Shareholders details
- Company address
- Compliance status
Tasks after the Company is Registered
Once your company is registered in Singapore, you can legally proceed with your business in your registered company name. However, you will also require completing some of the post-incorporation activities that are given below:
- You will require opening the current account for your company.
- In Singapore, you will find several options for opening a corporate account for your company. Once your company has been registered, multiple banks will be recommended to meet your company’s needs and requirements.
- You must also apply for the business license if applicable.
- In Singapore, there is minimum bureaucracy, and there are several industries that do not require any business license to operate in the country.
What are the factors that can affect your type of business structure?
Number of Owners/Members/Partners
If you are the individual owner of your business, registering for the sole proprietor business might benefit you. As in the sole proprietor business, you will be free to take any business decision.
If you have two or more (up to 20) companies with a professional set of skills, registering for the limited liability partnership might benefit your business.
However, if you are a group of 1 to 50 individuals owing to a separate business capital at limited risk, then registering for the private limited company will be an ideal option for you.
In case you wish to begin with small, grow your businesses and hard work, beginning your business with sole proprietorship and switching it to the private limited company is an ideal choice for you.
The structure of your business defines your liability. For example, when talking of liability of sole proprietor and limited liability partnership is unlimited. In this type of business, the personal assets of the owners will be at risk.
Income Tax Rates
The corporate tax paid by the private limited company is up to 17% on its taxable income. However, the shareholders and owners do not require to pay the tax.
The personal tax of up to 22% is to be paid by the Sole proprietors and partnerships on their business income.
Funding and Capital for Expansion
If you are willing to expand your business in the future, converting it into a private limited company offers you extra credibility. In addition, if your company is privately limited, it will be easier for you to navigate banks and financial institutes’ bureaucracy.
Whereas, in the case of sole proprietorships or partnerships business entities, the credibility of your business will depend on its members, which makes it even more difficult to secure capital for growth.
Compliance for Singapore Companies
Every Singapore registered company needs to fulfill the group of annual filing requirements to regulate as per the Singapore regulations:
All the Singapore-registered company required to keep their accounting books updated and in the right manner. The company will require hiring an accountant to properly maintain the general ledger, account receivable and account payable fixed assets ledger and several other accounts. The company will require making a separate file and submitting their annual financial statement to the required authority in the XBRL format.
Convening of AGM: It is one of the most important requirements for every Singapore registered company business owner to have its AGM in each calendar year.
Annual returns filing: Every company has to file the annual return immediately after one month following AGM’s date.
Corporate tax filing: The final date of corporate tax filing for the Singapore registered company is the 30th of November for paper filing and the 15th of December for e- filing.
Financial year determination: The financial year determination depends on the company. The accounting year of the company can be either from January to December or April to March. There is no restriction in starting the financial year since the company’s financial year can start in any month of the calendar year.
Types of Business Entities in Singapore
When you are planning for the formation and registration of the new company in Singapore. The first thing you need to decide is what type of business structure you choose for the company. Every business entity has its own aspect ranges from filing income tax returns to credibility and liability.
Since every business entity has its own advantage and disadvantage, it depends on you which business structure can meet your needs.
Private Limited Company
Private limited company or Pte ltd is commonly known as LLC (limited liability Company). It is one of the business entities where the shares are held by 50% or less. These shares are not for the public.
Several private limited companies are registered as Pte Ltd. The shareholder of the limited liability company (LLC) can be anything from individuals or corporate entities or maybe both.
A private limited company is an ideal option for most business owners as it provides scalability, robustness, and flexibility.
A sole proprietorship is another business entity and is one of the simplest forms of business entity. In contrast, it is also one of the riskiest business options in Singapore. A sole proprietor business doesn’t mean you have to use a separately incorporated entity; this simply means that the businesses and owner will be treated equally.
The owner will own the entire assets and liability of this business. The owner will not be bounded by taking decisions. In the sole proprietor business, personal assets will not be protected from any liability and risk.
After the sole proprietor business, people usually switch to partnership liability business to grow the business. A partnership is a type of business entity that has two or more owners, and there is no legal existence other than the partner. The partnership will only be dissolved by the death, incapacity of the partner, retirement, or by the insolvency of the partner.
Just like the sole proprietor business, the partnership is also the ideal choice only for particular situations.
Public Limited Company
A public limited company is a type of business entity commonly known as a limited liability company. This type of business entity provides its shares to the public rather than a private limited company. A minimum of 50 shareholders is required to start the public limited company. They are also closely scrutinized by the Singapore government since they are involved in raising funds from the public.
Public limited companies are also liable to get listed on the stock market only if they fulfil the requirements and have an intention to do so.
Public Company Limited by Guarantee
A public company limited by guarantee is another type of business structure that is only meant for non-profit organizations (NGOs).
If you are considering setting up a software company in Singapore, this article will provide you with information on the necessary steps. You’ll also learn about some of the advantages and disadvantages of doing so.
Setting up an NPO in Singapore is not as difficult and time-consuming a task as one may think. Singapore has some very unique laws that allow a variety of structures to be used, ranging from trusts or foundations for charitable purposes all the way down through profit associations like sister companies with common beneficial owners but separate legal identity.
FAQs for company registration in Singapore
Will my company require any licenses before commencing operations?
For most of the businesses in Singapore, you do not require to apply for the license in order to continue your commercial operations. However, at the same time, several other industries make it mandatory for the business owners to apply for the license to continue running their company.
Is it important to register my company for GST?
No, it is not mandatory for your company to register with GST. You will only need to register if your company’s annual turnover exceeds S$1 million, you must register your company for GST. If you wish to register your company with GST, you can voluntarily get it registered at any time.
What happens if I do not file annual returns?
As per the regulations by the Singapore government, it has become mandatory for all Singapore-based companies to follow the regulation and regularly file returns. If any Singapore-based company does not file the annual returns, serious penalties will be taken from those companies.
Can I act as the local director after I relocate to Singapore?
Yes, only if you have acquired a valid work pass you can employ yourself as a local resident director for the company.
Can I operate company from overseas, or do I need to Singapore?
Of course, you are liable to run your company from any foreign country or from within Singapore. But always remember, if you intend to move to Singapore to operate your company, you will require to first obtaining an appropriate immigration visa to start working and living in Singapore.
Do I need to appoint a corporate secretary for My Singapore Company?
Yes, for every Singapore-based company, it is essential to employ a corporate secretary. A corporate Secretary must be a Singapore resident, Singapore citizen and should properly understand the Singapore laws.
Is it mandatory to hire a local director and registered address before starting the company?
Yes, as per the recent Singapore corporate regulation, you will not be liable to register your company in Singapore unless you give the details about your local director and a local registered address of the company. Therefore it has become significantly important to provide the information before you register your company in Singapore.
Is a one-person company allowed in Singapore?
Yes, a company can be regulated and owned by a single person, provided a single person is only the director and sole shareholder of the company.
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We hope all the information mentioned in the guide helped in understanding about how you can get your company registered in Singapore and give yourself a chance you become successful.
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