How to register a company in Singapore: Step-by-step guide.

Singapore has consistently been recognised as one of the world’s best places to do business and remains among the top choices for business investors. Compared to other countries considered business hubs, Singapore offers one of the easiest and quickest business registration processes, which attracts investors who want to start a business there. This guide provides an overview of registering a company in Singapore.

Why Singapore?

Singapore has emerged as a top destination for international investors, major banks, multinational organisations and financial institutions from all over the world who want to establish their businesses and branches there.

Below are some of the key reasons why so many global entities choose to establish their business in Singapore:

• Singapore has a corporate tax rate of 17%, with a range of tax incentives and grants to attract businesses to Singapore, including an even lower tax rate for startup companies in their first three years of operation. Dividends paid by the company are tax-free to the recipients, whether residents or non-residents of Singapore.
• The country has a comprehensive network of double tax treaties with countries in ASEAN and around the world.
• The sensible employment laws allow appropriately qualified foreigners to work in the country.
• Businesses benefit from robust IP protection.
• Access to a well-developed and highly sophisticated banking network
• Full foreign ownership of Singapore companies is permitted.
• Companies can freely transfer share and issue new ones.

Pre-registration requirements

Before registering a business in Singapore, several important decisions must be made.

Choose the type of business entity

The most commonly used types of business in Singapore are:

• Private limited liability company (Pte. Ltd.)
• A Singapore branch of an overseas company
• Representative office

Other entities include:

• Public company limited by guarantee
• Limited liability partnerships
• Limited partnership

Refer to the table below for an overview of the main differences between the types of businesses allowed in Singapore:

This article focuses on starting a private company in Singapore, which is typically the first choice for foreign investors.

Select a company name

Every business needs a name to differentiate itself and make it easy for others to find. The company name selected must be unique and not used by others.

Define business activities

When applying for a company name in Singapore, the primary and secondary business activities must be specified by selecting the relevant Singapore Standard Industrial Classification Code (SSIC). Ensuring these codes match the intended activities can streamline the registration process and save time.

Check licensing requirements

Once business activities are determined, checking if they require licensing is important. In Singapore, businesses such as restaurants, employment agencies, financial services and travel agencies need specific licences to operate legally. Some licences have certain conditions that must be met, such as a minimum paid-up capital or professional qualifications.

Decide on shares and shareholders

The next decision involves determining the issued capital, which is the total amount shareholders will pay for their shares. Only SGD 1.00 is typically required to register a company in Singapore. However, certain licenses may require a higher paid-up capital, or if financing through loans, banks might request a higher registered capital.

The capital must be deposited into the company’s bank account immediately after registration, though it can be increased later.

Additionally, deciding on shareholders and their stake in the company is necessary. At least one shareholder, whether a local or foreign individual or corporation, is required. Different classes of shares might be considered for a more complex company structure, but a straightforward structure usually involves issuing only ordinary shares.

Appoint company officers

The next step is to determine the appointed officers for the company. During registration, they must provide their identification details, contact information (telephone number and e-mail address) and residential addresses. Planning and discussing these appointments in advance can help streamline the process and save time.

Officers of a company include the following:

• The company can be registered with one director, but additional directors can be added later if necessary. If the individual is the sole shareholder, they can also serve as the director. However, at least one director must be a Singapore citizen, a permanent resident or an EntrePass holder. A director may also be an Employment Pass (EP) holder. However, an EP holder wishing to become the director of a local company must first get a Letter of Consent (LOC) from the Ministry of Manpower.
• A company must appoint a secretary within six months of registration. The secretary must be a natural person (not a company) and should reside in Singapore.
• A company can appoint a chief executive officer (CEO) and managing director (not mandatory) to manage and oversee all or part of the company’s business.
• A company must appoint an auditor (depending on the type of business and revenue) within three months of incorporation unless it is exempt from audit requirements.

Decide on the registered address

The registered address is where all communication and notices to the company are sent and where the company’s statutory books are maintained. As a registered office address is required during the company registration process, it is advisable to search for office space in advance or consult with a corporate service provider. Many corporate service providers also offer registered office services.

Decide on the company constitution

The constitution of a Singapore company is a legal document that outlines the company’s key characteristics, governance rules and operations. It also defines the rights and responsibilities of the shareholders, directors and company secretary.

Company registration

The registration process involves two simple steps after finalising all the points in step one.

Reservation of a company name

Once the company name is chosen, an application must be submitted via ACRA’s online business registration and filing portal, BizFile+. If the proposed company name does not conflict with any existing names and does not fall into the category of undesirable names, it will be approved and reserved for 60 days.

Apply for company registration

After the company name has been approved and reserved, it is time to file the company registration application form. This form is submitted online and requires the following details about the company:

• Company name
• Business activities
• Shareholder(s) and shares
• Company director(s)
• Company secretary
• Registered office
• Paid-up capital
• Constitution of the company

The company registrar will process the application once all the necessary information is submitted and verified. Upon successful registration, the company will receive a Unique Entity Number (UEN), a unique identifier that serves as the company’s identification number in Singapore. This UEN is essential for various business activities and interactions with government agencies.

Post-registration

Once the company is registered, it can move on to post-registration activities, which include:

Buy a company seal

A company seal is an official stamp that represents the business. While not mandatory, having a company seal can add authenticity to documents. It is often used for signing contracts, share certificates and other formal documents. Companies can purchase a seal from various vendors in Singapore.

Open a bank account

A corporate bank account is essential for conducting business transactions. Companies should research and choose a bank that meets their needs, considering factors such as fees, services offered and ease of international transactions.

Issue share certificates

Share certificates are formal documents that signify ownership of shares in the company. After registration, it is important to issue these certificates to shareholders as proof of their investment. Companies should ensure that the certificates comply with the Companies Act, including the company name, shareholder name, number of shares and issue date.

Set up statutory books

Statutory books are essential records that track key information about the company, including shareholder and director details, minutes of meetings and financial records. Maintaining these books is a legal requirement and essential for good governance. Companies should update them regularly to reflect any changes in structure or ownership.

Apply for business licence(s)

Depending on the nature of the business, companies may need specific licences or permits to operate legally in Singapore. This could include licences for sectors such as food, travel or financial services.

Appoint auditor

All companies must appoint an auditor within three months of incorporation unless they meet at least two of the following conditions, in which case they will be exempt from an audit:

• The company’s total annual revenue does not exceed SGS 10 million.
• The company’s total assets at the end of the financial year do not exceed SGD 10 million.
• The number of full-time employees at the end of the financial year does not exceed 50.

Register for Goods and Services Tax

If a company’s taxable turnover exceeds SGD 1 million, it must register for the Goods and Services Tax (GST). GST is a consumption tax levied on the supply of goods and services in Singapore. Once registered, companies must charge GST on taxable supplies and file regular GST returns to the Inland Revenue Authority of Singapore (IRAS).

Set up a bookkeeping and payroll system

Establishing an efficient bookkeeping and payroll system is essential for tracking financial transactions and managing employee compensation. Companies can either set up an in-house system using accounting software or outsource to a professional service provider. Ensuring that the system complies with Singapore’s accounting standards is crucial, and it should include functionalities for generating financial statements, managing expenses and processing payroll accurately.

Conclusion

Registering a company in Singapore offers a streamlined process that attracts investors worldwide. The country’s efficiency, transparency and business-friendly policies make it a top choice for establishing a presence in Asia. By following the steps in this guide, from choosing a business entity to completing post-registration tasks, businesses can easily set up in this leading economic hub. The largely online process is designed to be straightforward yet thorough, ensuring compliance with local regulations. However, staying informed about regulatory requirements and seeking professional advice when necessary is crucial.

How Acclime can help with registering your Singapore company

Acclime specialises in simplifying the process of setting up your business in Singapore, offering expert guidance at every step. From choosing the right business entity and ensuring compliance with local regulations to handling the paperwork for company registration, our team of professionals is dedicated to making the entire process seamless and hassle-free.