Singapore Company Formations
Before a company can be incorporated in Singapore, its name must first be approved by, and reserved with, the Registry of Companies & Businesses, the name is reserved for two months, during which the incorporation documents are required to be submitted and have the words 'Pte. Ltd.' or 'Ltd.' as part of its name.
A company can have one director who must be resident in Singapore - a Singapore Citizen, a Singapore Permanent Resident, a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass.
A foreigner who wishes to act as a local director of a company can apply for an Employment Pass/Approval-In-Principle letter from the Employment Pass Department of the Ministry of Manpower.
A minimum of one resident director (defined as a singapore citizen, a permanent resident, or a person who has been issued an employment pass).
Resident Director Service
The Singapore Companies Act requires all Singapore Private Limited companies to have at least one individual director who has to be an ordinary resident of Singapore: -
- Singapore Citizen
- Singapore Permanent Resident
- Singapore Employment Pass/ EntrePass/Dependant Pass holder/PEP Holder
Roles and Responsibilities
We can appoint a local resident director for your Singapore company:
- The service is offered for statutory compliance
- The resident director will not be involved and will have no powers in any management, financial, or operational matters of your company
- The resident director will not hold any shares in your company
- The resident director will not sign any documents, which require them to confirm or verify accounts
- The resident director will not guarantee any bank loans or be a signatory to the bank account
- You can ask our resident director to resign at any time by identifying another person who can take over the function of the local resident director
A Singapore private limited company has a minimum of 1 and maximum of 50 shareholders and 100% foreign shareholding is allowed. Further shares can be issued or existing shares can be transferred anytime after the Singapore company is incorporated.
As per section 171 of the Singapore Companies Act, every company must appoint a qualified company secretary within 6 months of its incorporation and the secretary must be resident in Singapore. In the case of a sole director/shareholder, the same person cannot act as the company secretary.
Minimum paid-up share capital for registration of a Singapore company is only S$1 and the share capital can be increased anytime after incorporation.
In order to register a Singapore company, you must provide a local Singapore address as the registered address of the company.
If you plan to relocate to Singapore to operate your company, you are required to obtain an Employment Pass or Entrepreneur Pass type of work pass.
Singapore Pte Company Incorporation
- Reserving your Company Name
- Preparing papers for the local registrar and relevant authorities
- Structuring the company as per your requirements
- Prepare your Company Registration Forms
- Drafting the Articles of Association / Statutes
- File the documents with the Accounting and Corporate Regulatory Authority
- Government Fees on Incorporation
- Initial Government licence fee payable on incorporation
- Electronic Certificate of Incorporation
- Issue of shares and production of Share Certificates
- Company profile extract from Registrar of Companies
- All documents and certificates supplied in a professional folder
- Delivery of documents by FedEx / DHL courier
Types of Companies
Most companies in Singapore are private companies limited by shares - Pte Ltd.
Once your registration has been approved by the Accounting & Corporate Regulatory Authority - ACRA, you must observe the following rules.
- Appoint a company secretary within six months of incorporation. If the company only has one director, he cannot be the company secretary.
- Companies with less than 20 shareholders do not need to appoint an auditor, audit their accounts or file them with ACRA if their revenue is less than S$5 million for the financial year.
Singapore Company Registration
Timescale to Incorporate in Singapore
Normally takes three days to incorporate your company and you do have to visit Singapore.
Documents and Information
To incorporate your private limited company in Singapore we require the following:
- The proposed company name and intended activities of your new company.
- Directors details: proof of identity - such as a copy of a passport or national identity card and proof of residential address.
- Shareholders details: in the case of individuals, proof of identity - such as a copy of a passport or national identity card, proof of residential address and bank and professional references.
- The shareholders can be any nationality
- Only one shareholder is required
- The maximum number of members in fifty
- A director and shareholder can be the same person
Singapore - Pte Company Incorporation
The conditions are:
- At least one of the directors must be a resident Singapore citizen, or hold a work permit.
- Only $1 for the share capital
- Minimum of 1 director and 1 shareholder is required, these can be the same person.
- The company must have a local registered address
- The company must hire a local qualified company secretary.
- Secretary: Within 6 months of its incorporation, a Singapore Company is required to appoint a qualified Company Secretary
- Shareholders: There is no restriction on foreign shareholders in a Singapore Company
Benefit of a Singapore company
Here’s one great benefit: Singapore grants tax exemption for the first $100,000 profits for new companies. This benefit continues for up to three years and the corporate tax is low at 8.5% tax for up to $300,000 profits.