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Singapore Company Law

Singapore Companies Act  Ch 50 – Company Law

The Singapore Companies Act Ch50 is the official legislation of the rules and regulations of a Singapore Pte company. You will find below the key extracts from the Singapore Companies Act Ch50 act along with the full Act.

Company Name

The Registrar must refuse to register a company under this Act under a name which, in the opinion of the Registrar:

  • Is undesirable
  • Is identical to the name of any other company, limited liability partnership, limited partnership or corporation or to any registered business name
  • Is identical to a name reserved
  • Is a name of a kind that the Minister has directed the Registrar not to accept for registration

The incorporation documents are required to be submitted and have the words ‘Pte. Ltd.’ or ‘Ltd.’ as part of its name.

Registered Office

A company shall as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which shall be open and accessible to the public for not less than 3 hours during ordinary business hours on each business day.

Articles of Association Company Document

Articles of Association is the company’s constitution and contains the following information:

  • Name of the company
  • Location of the Registered Office
  • Liability of the members
  • Company’s capital structure
  • Names of the subscribers and the number of shares subscribed by them
  • Principle activities of the company (optional)
  • The rules governing the internal management of the company

The document has to be signed by the subscribers before us or a notary public (if signed outside Singapore)

Directors & Shareholders

Every company shall have at least one  director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.

A private limited company must have a minimum of one  shareholder. Shareholders can be natural persons or corporations. Furthermore, Singapore allows for 100% company ownership by foreign shareholders.

Share Capital

Minimum paid-up share capital for registration of a Singapore company is only S$1 and the share capital can be increased any time after incorporation.

Certificate of Good Standing BVI Registered Office

The certificate confirms the company is incorporated under the Companies Act, Cap 50, this bears the electronic signature of the Assistant Registrar of ACRA and the name of the company, its incorporation date, status and the company activities are stated on the certificate.

Company Strike Off

The Registrar may, on the application by a company, strike the company’s name off the register on such grounds and subject to such conditions as may be prescribed.

An application under subsection shall be made on the company’s behalf  by its directors or by a majority of them.

Upon receipt of the application, the Registrar shall, if satisfied that the grounds and conditions (if any) referred to in subsection (1) have been satisfied, send to the company and its directors, secretaries and members a letter informing them of the application and stating that if an answer showing cause to the contrary is not received within 30 days after the date thereof a notice, details of which are set out in subsection will be published in the Gazette with a view to striking the name of the company off the register.

Company Restoration

Application for administrative restoration to register:

An application may be made to the Registrar to restore to the register the name of a company whose name has
been struck off the register by the Registrar under section 344, if no application has been or is being made to the Court to restore the name of the company to the register under section 344.

  •  An application under this section may be made whether or not the company has in
    consequence been dissolved.
  • An application under this section may only be made by a former director or
    former member of the company.
  • An application under this section is not valid unless the application is received by
    the Registrar within 6 years after the date on which the company is dissolved.
  • The Registrar shall give notice to the applicant of the decision on an application

If the Registrar’s decision is that the name of the company should be restored to the register the restoration takes effect as from the date that notice is sent; and the Registrar shall —

  • Enter in the register a note of the date on which the restoration takes effect; and
  • Cause notice of the restoration to be published in the Gazette and on the Authority’s website.

The notice under subsection shall state —

  • The name of the company or, if the company is restored to the register under a different name, that name and its former name
  • The company’s registration number
  • The date as on which the restoration of the name of the company to the register takes effect