Piloto Asia’s guide to Singapore Company Registration: Episode 1 – Pre-registration and documents required
Similar to most other jurisdictions, Singapore has a set of initial requirements for company setup, as well as ongoing regulatory needs when operation the company. To smoothen your journey of business expansion into Singapore, you are advised to engage specialist firms like Piloto Asia, who can provide professional support and guidance to you through the entire process. You would save precious time and spare unnecessary costs that may arise with possible non-compliance.
This guide serves to give you an overview about company registration in Singapore, including what you should know pre-registration, considerations for foreigners, required documents and the expected procedure & timeline. Post registration, you may proceed to have other formalities completed, like opening of bank account, tax registration, business license application, immigration visa, and pension board registration for local employment, among others. We have a separate guide for you which you could access here.
We do recommend your registration as a “private limited company” (Check here for most common entity / structures among Singapore companies) for your operations in Singapore, be it a newly formed company, or a relocation of an existing business. Reasons are twofold:
- A private limited company has clear advantage as a separate legal entity, which shields its shareholders from any liability beyond the share capital committed.
- It is very tax efficient.
To start your business in Singapore you’ll need to prepare the following information:
1) Company Name – Your company name has to be approved by ACRA for incorporation
2) Appointment of Directors - For your Singapore company setup, you will need a minimum of one resident director, who is either a local citizen, a Singapore permanent resident, or a person who has a valid employment or dependent pass. You may then appoint any number of additional local or foreign directors. Minimum age required for Directors is 18 year old, and he/she must not be bankrupt, or convicted for any prior malpractice. Directors need not be shareholders.
3) Shareholders - Singapore private limited companies may have a minimum of 1 and a maximum of 50 shareholders. Shareholders can be an individual, another legal entity such as your foreign company or a trust. 100% foreign shareholding is allowed for Singapore private limited companies. You may issue new shares or transfer existing shares upon incorporation.
4) Company Secretary - As specified under Section 171 of the Singapore Companies Act, you will need to appoint a qualified company secretary within 6 months of your company formation. If your firm has only a sole director or shareholder, then you will need to appoint a separate natural person to be the firm’s company secretary.
5) Registered Address - A local Singapore address is needed as the company’s registered address. It must be a physical address but not a post office box.
6) Taxation - Singapore has been more and more progressive with tax exemptions and incentives in the past decade.
- While Singapore corporate tax rate is at a headline of 17%, for your first S$300,000 of annual profits, your effective tax is just 8.5%, and 17% flat thereafter.
- No dividend tax
- No capital gains tax
- Check out our corporate tax guide for more details
7) Paid-up Capital - Minimum paid-up or share capital is $1, and you may increase it any time after incorporation. In Singapore, companies do not use Authorized Capital.
Considerations for foreigners
We found the following among the most popular queries from our overseas clients. If you’re a foreigner looking to start your business in Singapore, below would be of interest.
Q1: Can I self-register my company?
A1: You will need to engage a professional firm like Piloto Asia to register your company. Self-registration of Singapore companies by foreign individuals or entities is not allowed under Singapore Law.
Q2: Is my company’s Director and Shareholder information accessible to the public?
A2: Singapore companies’ records of Directors and Shareholders are publicly accessible. Any individual who wishes to access such info could purchase a company’s Bizfile from ACRA at a fee
Q3: Do I need to be in Singapore to run my business?
A3: You can run your company offshore, and you would not require a visa to do so. When you need to visit Singapore for business, a short-term visitor visa could be arranged. However, each company will need a minimum of local resident director. Piloto Asia can assist you in that regard and act as your local nominee director.
Q4: What visa do I require if I wish to relocate to Singapore and run my business?
A4: To operate your company locally in Singapore, you will need to obtain either an Employment Pass or Entrepreneur Pass. Once you obtain your work permit, you can act as your firm’s local resident director. Our consultants are glad to assist you in all immigration matters, sparing you the hassle to travel to Singapore for applications.
You will need to provide the following information and documents for the Company Registrar for your Singapore company setup:
- Your Company Name
- Brief Description of Business Activities
- Memorandum and Articles of Association (MAA)
- Directors Particulars
- Shareholders Particulars
- Company Secretary Particulars
- Registered Address
Piloto Asia would collect the following documents from you for Singapore company registration:
- Copy of passport
- Overseas residential address proof
- Other Know-Your-Client (KYC) information (e.g. Your personal and business profile, a bank reference letter, etc.)
For Singapore residents:
- Copy of Singapore identity card
For Corporate Entity Shareholders:
- Copy of registration documents – E.g. Certificate of Incorporation and Memorandum & Articles of Association
Note that you will need to provide officially endorsed translated versions for any non-English documents.
Procedure and Timeline for Registration
Singapore company registration is fully computerized by the Singapore Registrar of Companies and as such you could expect a quick and efficient process. Typically your incorporation would take 1-2 days.
Step 1: Company Name Reservation & Approval
To set up your Singapore Company, the proposed name must be approved via filing the application with the Company Registrar.
Generally applications would be approved or rejected within one hour unless your firm name contains wordings that might require further review and approvals by respective government authorities, such as “law”, “finance”, “media”, “bank”. In cases where your company name is referred to an external authority, the name approval would take extra one to two weeks. Upon approval of your company’s name, you could sit on it for 60 days. If required, it could be extended for another 60 days.
To expedite the process, we recommend you pick a name that is:
- Not similar or identical to any existing local companies
- Not obscene or vulgar
- Not infringing with any trademarks
- Not already reserved
Step 2: Registration
Upon name approval by Singapore Registrar of Companies, the incorporation-filing request could be done in a few hours provided documents are in place and duly signed by all Directors and Shareholders.
Occasionally, the incorporation procedure gets delayed for companies with shareholders or directors from certain nationalities where authorities ask for additional information. Piloto Asia would be there to assist and facilitate as questions arise.
Once you have your company’s Certificate of Incorporation and Business Profile, you may proceed to open a bank account to do business. We have a Singapore company post-registration guide that walks you through the various formalities. For details, please read on.