Singapore company incorporation

As a legal entity registered under the Singapore Companies Act, it is possible for a company to sue and be sued in its own name. It is also able to own or hold any property.

The sizeable number of advantages such as limited personal liability and tax advantage make a private limited company the most preferred form of business entity in Singapore.

For instance, for the first 3 years of assessment, the first S$100,000 of the chargeable income, is tax exempted. After exemption, the company chargeable income is taxed at corporate tax rate of 17%.

To incorporate a Singapore company, the following information is required:

  • Name of Proposed Company
  • Singapore-registered office address
  • Minimum initial paid-up share capital is S$1
  • Minimum 1 Shareholder
  • At least 1 Local Director
  • 1 Company Secretary
  • Passport/IC of Shareholder (s) and Director (s)
  • If the Shareholder (s) or Director (s) are foreigners, a proof of foreign residential address is required (a copy of recent utility bills or residential telephone fixed line bills, driving license or other documents that proof the validity of residential address)

Corporate secretarial services

It is required for every company to appoint a qualified company secretary within 6 months of its incorporation. In addition, in case of a sole director/shareholder, the same person will not be allowed to act as the company secretary. The company secretary must be a natural person who is ordinarily resident in Singapore.

The scope of Company Secretary includes:

  • Preparation and maintenance of resolutions and minutes in respect of opening of bank accounts, changes in the officers of the Company etc.
  • Preparation and maintenance of minutes of general meetings in respect of the annual general meeting.
  • Preparation and filing of the statutory returns to be lodged with the Accounting & Corporate Regulatory Authority (“ACRA”).
  • Custody and maintenance of the Company’s statutory registers, minute books and other statutory records.
  • Custody and use of the Common Seal.
  • Regular updating of minutes books and statutory registers.
  • Singapore Companies Act does not allow corporate Directors
  • Non-shareholders can also be appointed as Directors
  • A director and shareholder can be the same person
  • Details of Directors will appear on public records
  • The appointed director must be at least 18 years of age and not be bankrupt or has prior record of malpractice

Shareholders
The Singapore Companies Act allows a private Company limited by shares to have a maximum of 50 shareholders.

Some useful information to note:

  • Shareholder can be either an individual, or a corporate entity
  • The director may also be the shareholder
  • 100% local or foreign shareholding is allowed
  • Details of shareholders will appear on public records
  • Company shares can be issued or transferred to individuals, or corporate entity, any time after the Singapore Company has been incorporated.

Once your company is incorporated, there are two options through which you can secure your corporate privacy; you may either act as a shareholder yourself or we can provide you with a nominee shareholder.

Business license applications

A very important part of setting up your business is ensuring you comply with all the laws and regulations. Part of this compliance is having the right licences and permits required to conduct business in your chosen industry.

The different types of licenses include:

Compulsory Licenses
Certain businesses require special licenses before they are allowed to commence operations.

This means that it is an offence to operate your business without this licence. For example, childcare centres require a Child Care Centre licence.

Occupational Licences
If you intend to offer professional services, you will require occupational licences for yourself and/or your employees.

This would include doctors, lawyers, architects and accountants. These licences are usually obtained from the respective professional organisations.

Business Activity
Certain business activities require a licence or permit. For example, if you wish to sell liquor, you will need to get a liquor licence.

If you need to import or export goods for sale, you will also need a Customs Account with Singapore Customs.

Opening of bank account

Upon successful company incorporation, you can open a corporate bank account with any of the major banks in Singapore. You should also explore the features and facilities offered by different banks and make a balanced decision on the bank that best meets your business needs. When engaging the chosen bank, you will need to prepare your company’s M&A and bizprofile. Some banks, however, may require further documentation such as bank reference and proof of residence depending on cases.

Provision of registered address

In order to register a Singapore company, you must present a local Singapore address as the registered address of the company. The registered address must be a physical address and cannot be a P.O. Box.