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Private limited company registration in Singapore.

Private limited company is the Singapore’s most preferred entity among both local and foreign businesses and funded startups and because of the flexibility that it offers.

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Private limited company registration in Singapore

What is a private limited company?

A private limited company is a locally incorporated company where the maximum number of shareholders is limited to 50. Besides being the most popular structure in Singapore, it is also a common choice to set up an investment holding structure starting with a Singapore entity before expanding/investing to the rest of Asia.

The private limited company entity type is limited by shares, and it is a separate legal entity from its shareholders, meaning it is also recognised as a taxable entity. Shareholders of a private limited company will not be liable for its debts and losses beyond the amount of share capital they each own.

As such, private limited companies are usually required to have a suffix “Private Limited”, “Pte Ltd” or “Ltd” as part of their company name. The registration of companies in Singapore is done through the Accounting and Corporate Regulatory Authority (ACRA). If you are not registered with ACRA, you cannot do business in Singapore.

Advantages of setting up a private limited company.

Limited liability

As Pte Ltd is a standalone legal identity, shareholders are not liable for debts and losses of the company and their personal assets are therefore protected.

Corporate bank account

Opening up of bank account in Singapore is relatively simple and straightforward with most local banks.

Fast setup time

An incorporation occurs instantly within one business day if there are no complications.

Foreign ownership

It can be fully foreign-owned business and does not require for a local shareholder to be involved. If needed, joint venture with a local partner is seamless as there are no restrictions on the type or percentage share of ownership for such entity.

Transferable shares

The company’s existence does not rely on the continued involvement of any of its members. Its ownership is easily transferable and additional shareholders can be appointed. This ease of transfer of shares or changes in shareholders ensures that the company continues to exist in the event of resignation, death or insolvency of shareholders or directors.

Relaxed tax liability

Profits taxed at corporate tax rates and dividends are tax-free in the hands of shareholders just like any other fully locally-owned limited company. The effective tax rate for the first S$300,000 of annual profit is at 8.5% and 17% thereafter, one of the lowest across the whole of Asia. Additionally, newly incorporated companies are entitled to tax incentives and exemptions regardless of the type of ownership (foreign/local).

Here’s what you need to register a private limited company.

Unique company name

The company name must be unique and not used by others.

At least 1 shareholder

They must be a foreign or local individual or corporate entity.

A resident director

They must be a citizen, permanent resident or foreigner with a valid Employment Pass.

A company secretary

They must be a qualified natural person living in Singapore.

Address in Singapore

A local registered business address.

At least $1 in capital

We recommend it to be 12x of your monthly salary if you plan to apply for EP.

Additionally, you will need:

Employment Pass

Apply for an Employment Pass of any foreign individuals who will be director/working in this entity in Singapore.

Bookkeeping

They must be a foreign or local individual or corporate entity. Typically, this is done using an online software, such as QuickBooks or Xero.

Annual statutory filing

Annual statutory filing is required with the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS).

The list seems heavy but the Singapore government had a tech empowered environment making such compliance procedures less cumbersome. These are best managed if one work with a creditable service provider as most can manage all of the above while the business focuses on developing the growth of the commercial of the company.

What happens after registration.

  • Certificate of Incorporation – the Company Registrar will send you an email and it confirms that your company has successfully been incorporated. Also, you will receive your Company Registration Number. This is an official certificate of incorporation. Should you wish to obtain a physical certificate, the Company Registrar will charge you at S$50 and it takes approximately between 3-5 working days.

  • Company Business Profile – the Company Registrar will produce a company business profile for your Singapore register company after the company registration process is done. The PDF file contains:

    • Company name and registration number
    • Previous names for the company, if any
    • Incorporation date
    • Principal activities
    • Paid-up capital
    • Registered address
    • Shareholders details
    • Directors details
    • Company Secretary details

After obtaining email notification and company business profile, you can proceed with all legal and contractual tasks in Singapore such as:

  • Opening a corporate bank account – you can opt to open a bank account with any local or international banks in Singapore

  • Application for business licenses – there are some businesses that you might need a special license. This applies to companies that perform activities related to:

    • Restaurants
    • Financial services
    • Travel agencies
    • Educations institutes
    • Import & export of goods
    • Recruitment agency
  • Goods and Services Tax (GST) registration – all businesses that have annual revenue of more than S$1 million will need to register for GST. Once you have received your GST registration, you will get to charge your customers an additional 7% of the goods and services you provide to the Singapore authorities.
  • Annual Filing Requirements as per Singapore Companies Act
  • Annual Income Tax Requirements as per Singapore Income Tax Act
Ready to get started?

Request a quote now to take the next step towards starting your new private limited company in Singapore.

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Faith Garcia, Client Relations & Business Development
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