How to register a company in Singapore in 2024?
Entrepreneurs often think of registering a business outside their geographic border for many reasons like tax benefits, business opportunities, scope of growth, etc. Singapore happens to be one of the world’s most famous business hubs for many of these reasons. People in and outside the country consider it to be a great place to establish or expand your business.
But to do this, you must know how to start the process. Company registration in Singapore involves many steps such as knowing the documentation requirements, understanding and deciding your business structure, legalities within your industry, and other rules depending on your citizenship. If you’re wondering how to register a company in Singapore with all these complexities, look no further than this article.
Why should one consider incorporating a company in Singapore?
Singapore has emerged as a premier destination for business incorporation, offering a plethora of advantages for entrepreneurs and corporations alike. Here are key reasons why you should incorporate a Singapore company and how doing so in 2024 is a strategic move:
1. Tax advantages
Singapore is renowned for its attractive tax regime. The corporate tax rate is competitive, and the city-state follows a territorial tax system, meaning that income earned outside Singapore is not taxed. This provides businesses with significant savings and encourages international investment.
2. Business-Friendly Environment
Singapore has consistently ranked high in global ease of doing business indices. The government's pro-business policies, efficient regulatory framework, and transparent legal system create an environment conducive to entrepreneurship and corporate growth.
3. Access to a thriving market
Situated at the crossroads of Asia, Singapore provides unparalleled access to a dynamic and rapidly growing market. The city-state serves as a gateway to the Asia-Pacific region, offering businesses a strategic location for expansion and trade.
4. Political stability and infrastructure
Singapore boasts political stability, a well-developed infrastructure, and a robust financial system. These factors contribute to a secure and reliable business environment, attracting both startups and established enterprises.
5. Global talent pool
With a diverse and skilled workforce, Singapore provides access to a global talent pool. The government's emphasis on education and training ensures that businesses can tap into a highly skilled workforce, fostering innovation and competitiveness.
6. Network of free trade agreements
Singapore has an extensive network of free trade agreements (FTAs) with various countries, enhancing market access and reducing trade barriers. This facilitates international business activities and opens up new avenues for companies to explore.
If you are thinking of incorporating your business, we recommend that you read our detailed analysis on the benefits of incorporating your business in Singapore.
Requirements for registering a company in Singapore
Company registration in Singapore involves navigating through a set of essential requirements. Each step is crucial to ensure a smooth and legally compliant incorporation process. Let's delve into the key aspects:
1. Get your company name approved by ACRA
ACRA is a Singapore board, finance ministry-controlled board that stands for Accounting and Corporate Regulatory Authority. ACRA handles Singapore company incorporation requests and concerns.
As a first step in the incorporation of a company, you should come up with a company name that should comply with ACRA regulations. Having a name that follows the standards gets approved quickly within a few hours.
Keep in mind the following criteria while generating a name by which everyone will address your company.
● It should be a unique name that any other company in Singapore shouldn't have.
● It shouldn’t be reserved for any other company.
● The name shouldn’t be inappropriate or offensive.
● The name shouldn’t possess any trademarks unofficially.
You can keep your name in reserve for 120 days till it gets passed down to someone else.
2. Company type/Shareholding
Now it’s time to define the structure and type of company. A company is classified as private or public based on the shareholders and how they raise funds.
A company with more than 50 shareholders is listed under public companies whether or not its shares are available for the general public to buy. A company with less than 50 shareholders and those stocks that ain’t available to public consumption comes under the private company list.
3. Top operators of your business
Moving on, you should form your team of top operators or directors to run your business:
● Select your board of directors
Choose individuals who bring diverse skills and expertise to guide your business. The board plays a crucial role in decision-making and governance.
You can appoint both Singapore and foreign citizens, but the rule is to have at least one Singapore citizen as a director. They can be residing in Singapore or possess a permanent work permit. Other than directors, you can also appoint the CEO and company secretary.
● Select shareholders and determine share capital
Identify stakeholders and allocate share capital among them. Clear delineation of ownership is vital for corporate governance.
● Assign a Corporate Secretary
Appointing a qualified corporate secretary is mandatory. They play a pivotal role in ensuring compliance with statutory requirements. The secretary should be from Singapore, and they aren’t liable to hold shares of your company.
4. Registered company address/location
It’s important to find a place to run your company’s day-to-day activities, and that address must be submitted while processing your application. It doesn’t have to be the place where you run the operations but the place where you store company-related documents.
5. Paid-up capital
The minimum amount to hold as paid-up capital in Singapore is SGD 1. This rule applies to both Singapore natives and foreign aspirants.
6. Constitution document
While applying, you must also submit the constitution document that comprises the following information.
● Objectives of your company and how you are planning to function
● Guidelines to operate
● Who are key personnel, and what rights and responsibilities do they behold
7. Obtain a business license (if required)
Certain business activities may require specific licenses. Identify the licensing requirements relevant to your industry and obtain the necessary permits from regulatory authorities.
8. Register for GST (if required)
If your business turnover exceeds the GST registration threshold, it's imperative to register for Goods and Services Tax (GST). Compliance with GST regulations is essential for tax efficiency.
9. Maintain continuous compliance with regulations
Ensure ongoing compliance with statutory and regulatory obligations. Regularly update company records, file annual returns, and adhere to reporting requirements to stay in good standing with authorities.
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Requirements for foreigners to set up a company in Singapore
Singapore lays down straightforward and stress-free procedures for foreigners to set up a new company in Singapore. Hiring a business registration company can reduce strenuous processes and red-tapism.
You can register your company as
● Private limited
● Sole proprietorship
● Limited liability partnership
As established already, the application submission process happens through ACRA. For that to happen, one requires a SingPass, which only Singapore nationals can obtain and possess. So, your first step is hiring a professional registration service provider or company to sort your registration and onboarding.
As a foreigner, you are given the option of staying in your country while running a business in Singapore, properly setting up a branch/subsidiary, and hiring people from overseas.
1. What if I decide to run the company from my native land?
You can appoint a nominee director in this case. The nominee director must be from Singapore. Other steps and requirements to incorporating a company in Singapore are the same as when you will not locate your company in Singapore.
Additionally, you must also apply for an Employment pass/EntrePass that lets you run a business in Singapore.
2. Relocating to Singapore to manage the business
In this case, you need to hire a local company that provides registration services to foreigners. Following are some of the requirements you should be aware of.
● Age
The person applying for company registration in Singapore must be 18 years old or above.
● Registered company address
While registering, you must provide the local company address, which shouldn’t be a P.O box.
● EntrePass
To run a company in Singapore while relocating here, you will require an EntrePass which your registration service provider can manage to obtain for you. You will be required to submit your business proposal plan and supporting documents like a passport copy.
● Incorporation process
Once you have all the required documents, your service provider will proceed with registering your company on ACRA online.
3. What are the options for foreign companies to open offices in Singapore?
● Representative office
Setting up a representative office (RO) serves as a liaison for foreign companies exploring business opportunities in Singapore. However, it has limitations, as it cannot engage in profit-generating activities.
a) Key features
i) No profit generation
ROs are restricted from conducting business activities that generate income.
ii) Market research
Primarily used for market research, feasibility studies, and establishing initial contacts.
iii) Duration
Typically granted for three years, with the possibility of extension.
b) Considerations
i) Limited activities
Suitable for companies in the exploratory phase with no intention of immediate revenue generation.
ii) Conversion
Cannot be converted into a full-fledged subsidiary or branch.
● Branch Office
A Branch Office is an extension of the foreign parent company, allowing it to conduct business activities in Singapore. It is considered a non-resident entity.
a) Key features
i) Profit generation
Permitted to engage in commercial activities and generate profits.
ii) Liability
The foreign company bears full legal and financial liability for the Branch Office's actions.
iii) Registration
Must be registered with the Accounting and Corporate Regulatory Authority (ACRA).
b) Considerations
i) Tax implications
Taxed as a non-resident entity, subject to the corporate tax rate applicable to foreign companies.
ii) Compliance
Must comply with local regulations and file annual returns with ACRA.
● Subsidiary company
A Subsidiary Company is a distinct legal entity from its foreign parent company. It is considered a resident entity, providing more autonomy and legal separation.
a) Key features
i) Limited liability
Shareholders have limited liability, protecting personal assets.
ii) Separate legal entity
Independently registered and regulated, offering autonomy in decision-making.
iii) Tax advantages
Eligible for local tax incentives and benefits available to resident companies.
b) Considerations
i) Compliance
Must comply with local regulations, file annual returns, and conduct audits.
ii) Ownership structure
Allows for local or foreign majority ownership, providing flexibility.
iii) Profit repatriation
Easier repatriation of profits compared to a Branch Office.
Steps for registering a business in Singapore
Company registration in Singapore happens through ACRA’s online platform, where everything is computerized and automated. So it offers a hassle-free experience to both native Singaporeans and foreigners.
This is the step-by-step process that happens between coming up with your business plan and the purpose of incorporating your company in Singapore.
● Find a business registration service provider whose packages meet your requirements if you are not from Singapore and looking to start/expand your business there.
● Discuss your business plans and proposals with the registrar and support them while they proceed with their client verification. ACRA requires every service provider to do KYC verification of their incoming clients based on their verification documents. The list of stakeholders and key personnel backgrounds are verified thoroughly to ensure that the profile is legitimate.
● Get the name you have chosen for your business approved by ACRA. For native Singaporeans, this will be the first step in the registration process. Ticking off ACRA’s standards for naming can quicken the name approval process and get it done within an hour.
● You will have to start the hiring procedure for directors and company secretary, of which one of the directors must be from Singapore. The details of the key personnel are also handed over while doing the incorporation.
● You must pinpoint the company's business activities, goals, and objectives. This activity ensures you choose the correct SSIC code while filling out the incorporation form. Each business and industry has its code. You can view the most used codes here.
● Proceed with filling and signing incorporation documents and gather other support documents to go with. The required documents for every company type are given in the next section. Note that all documents must be in English or translated into English.
● Once the officials properly scrutinize the required documents, the registration is officially over, and you are handed the certificate of incorporation. In some cases, the verification process has been further transferred to another government agency to go through further.
Suggested read: Guide to setting up offshore company in Singapore
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Documents required for business incorporation in Singapore
Embarking on the journey of incorporating a business in Singapore involves meticulous preparation and documentation. Here's a detailed breakdown of the essential documents required for a seamless incorporation process:
1. Proposed business name
Select a unique and suitable business name that complies with the guidelines set by the Accounting and Corporate Regulatory Authority (ACRA). Ensure the chosen name is available for registration.
2. Memorandum of association (MOA) & Articles of association (AOA)
Draft the Memorandum of association (MOA) and Articles of association (AOA) to define the company's objectives, structure, and rules governing its internal affairs. These documents are crucial for legal compliance and establishing the company's framework.
3. Identity and residential proof for directors and shareholders
Provide identification and residential proof for all directors and shareholders. This typically includes copies of passports, national identity cards, and proof of address. Ensuring the authenticity of these documents is crucial for compliance.
4. Consent to act as director & statement of non-isqualification
Directors must provide consent to act in their role, and a statement of non-disqualification, confirming their eligibility. These declarations establish the director's willingness and eligibility to hold the position.
5. Registered office address
Furnish the details of the registered office address where official communications and legal notices will be sent. This address must be a physical location in Singapore and be operational during regular business hours.
6. For private limited companies (Pte Ltd)
● Consent to act as a secretary
Nominate and obtain consent from an individual to act as the company secretary, a mandatory position for private limited companies.
● Share capital structure
Define the share capital structure, specifying the number and value of shares. This outlines the ownership distribution among shareholders.
7. For partnerships
● Partnership Agreement
In the case of partnerships, a comprehensive partnership agreement detailing the rights, responsibilities, and profit-sharing among partners is essential.
8. For corporate shareholders
If the company has corporate shareholders, provide the Certificate of Incorporation and Constitution of the holding company. This verifies the legality and structure of the corporate entity holding shares.
How long does it take to register a Singapore Company?
Concerns regarding processing timelines with realistic estimates
● ACRA approval for business name
The approval process for the proposed business name by the Accounting and Corporate Regulatory Authority (ACRA) can take approximately 1 to 2 days, depending on availability and compliance.
● Document preparation and submission
Gathering and preparing the required documents, including the Memorandum of Association(MOA) and Articles of Association (AOA), can vary. This process may take 1 to 2 weeks, considering the complexity and completeness of the documentation.
● Approval for company incorporation
The overall approval for company incorporation by ACRA may take approximately 1 to 3 days, contingent on the accuracy and compliance of submitted documents.
● Business license and additional approvals
If your business requires specific licenses, additional time will be needed to obtain these approvals. The duration varies based on the nature of the business and regulatory requirements.
Factors affecting processing speed and ways to speed up the process
● Document preparation
Ensure all required documents are accurately prepared and complete before submission. This reduces the likelihood of delays due to document discrepancies.
● ACRA processing time
ACRA's processing times can fluctuate based on the volume of applications. Plan your registration during periods of lower demand if possible.
● Selection of company type
Choosing between a Private Limited Company, Branch Office, or Representative Office impacts processing times. A Private Limited Company may take a bit longer due to additional compliance requirements.
● Engagement of professional services
Engaging professional services, such as corporate service providers or legal experts, can expedite the process. Their expertise ensures compliance and streamlines the submission process.
● Proactive communication
Maintain open communication with ACRA and regulatory authorities. Promptly address any queries or requests for additional information to prevent unnecessary delays.
● License pre-application
If your business requires specific licenses, initiate the pre-application process early. Understanding and fulfilling licensing requirements in advance can expedite the overall registration timeline.
● Online submission
Utilize online submission platforms provided by ACRA for a faster and more efficient processing experience. Electronic submissions are often processed more swiftly than manual submissions.
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How much does it cost to register a company in Singapore?
1. Cost breakdowns for various company structures and registration fees:
● Private limited company (Pte Ltd)
ACRA incorporation fee: SGD 300
Name application fee: SGD 15
Share capital: Minimum SGD 1
● Branch office
ACRA registration fee: SGD 300
Name application fee: SGD 15
Foreign company registration: SGD 300
● Representative office
● ACRA application fee: SGD 200
● Name application fee: SGD 15
2. Additional expenses
● Legal fees
Drafting documents: SGD 1,500 - SGD 3,000
Legal consultation: Varies based on the complexity of legal requirements.
● Accounting services:
Annual accounting services: SGD 1,200 - SGD 5,000
Tax filing: SGD 600 - SGD 2,500
● Bank charges:
Initial deposit: Varies by bank and account type.
Transaction fees: Depending on the bank's policies.
3. Cost-saving tips and resources for budget-conscious entrepreneurs
● Self-preparation of documents
Save on legal fees by preparing basic documents yourself. Utilize templates provided by ACRA for Memorandum of Association (MOA) and Articles of Association (AOA).
● Online platforms
Explore online platforms and government websites for cost-effective registration and filing processes.
● Bundle services
Engage professional service providers that offer bundled packages for company registration, accounting, and compliance services, potentially reducing overall costs.
● DIY accounting software
Consider using do-it-yourself accounting software for basic bookkeeping, saving on professional accounting services.
● Comparison of banking services
Compare banking services and fees across different banks to find the most cost-effective option for your business.
● Government grants and incentives
Investigate government grants and incentives available for startups and small businesses, potentially providing financial relief.
● Stay informed
Stay informed about changes in regulations and potential fee reductions. Regulatory adjustments may impact the overall cost of company registration and compliance.
Post-Incorporation requirements
Once you have successfully completed your company registration in Singapore, it's crucial to navigate the post-incorporation landscape, ensuring legal compliance and operational efficiency. Let's delve into the key tasks and considerations for managing your newly established business in Singapore.
Open a business bank account
Establishing a dedicated business bank account is essential for segregating personal and business finances. This not only promotes financial transparency but also facilitates smoother transactions and easier financial management.
Goods and services tax (GST) registration
Evaluate your GST liability based on your annual turnover. If it exceeds the prescribed threshold, register for GST. This registration is crucial for businesses engaged in taxable supplies of goods and services.
Recordkeeping
Maintain meticulous recordkeeping practices. Keep track of receipts, invoices, and other financial transactions. Well-maintained records not only aid in financial analysis but also ensure readiness for audits and compliance checks.
Appointment of auditors
Appoint auditors if your company meets the audit requirements. A qualified audit firm can help ensure compliance with statutory audit obligations and adherence to financial reporting standards.
Annual general meeting (AGM) and annual returns:
Conduct an Annual General Meeting (AGM) and file annual returns with the Accounting and Corporate Regulatory Authority (ACRA). This process keeps your company's information updated and aligns with regulatory requirements.
Tax filing and financial statements
Submit annual tax returns to the Inland Revenue Authority of Singapore (IRAS). Prepare financial statements following Singapore Financial Reporting Standards (SFRS) to meet accounting and taxation obligations.
Notification of changes
Promptly inform ACRA of any changes in company particulars, such as directorship, shareholding, or registered office address. Timely updates ensure accurate records and compliance with regulatory requirements.
Employee management
Adhere to employment regulations, maintain accurate employee records, and stay informed about labor laws. Complying with these guidelines fosters fair and legal employment practices, contributing to a positive workplace environment.
Licenses and permits
Acquire necessary licenses and permits relevant to your industry or specific business activities. This ensures your operations are legally sound and helps avoid potential regulatory issues.
Corporate compliance
Continuously uphold corporate governance principles and comply with local regulations. Ethical and legal business practices are fundamental to maintaining a positive corporate image and building trust with stakeholders.
What are the types of companies in Singapore?
Singapore offers diverse business structures, catering to the varied needs of entrepreneurs. Understanding the types of companies available is crucial for making informed decisions. Here's a brief overview of three prominent company structures in Singapore:
1. Sole proprietorship (SP):
Sole proprietorship is a straightforward business structure owned and operated by a single individual. The owner has complete control over business decisions and assumes full responsibility for its operations. While this structure offers simplicity and autonomy, it also comes with unlimited personal liability, meaning the owner's personal assets are at risk.
2. Limited liability partnership (LLP):
Limited liability partnership (LLP) is a flexible structure suitable for professional service providers, such as law firms and accounting practices. In an LLP, partners enjoy limited liability, protecting their personal assets from business liabilities.
This structure allows partners to manage the business collectively, sharing responsibilities and decision-making while maintaining individual liability protection.
3. Private limited company (Pte. Ltd.):
A Private limited company, commonly known as Pte. Ltd., is a distinct legal entity separate from its shareholders. This structure provides limited liability for shareholders, protecting their personal assets. Pte. Ltd. companies offer credibility and flexibility, making them the preferred choice for businesses of various sizes.
The ownership of shares in a Pte. Ltd. company can be easily transferred, providing versatility in structuring ownership and attracting potential investors. Understanding the nuances of these company structures is essential for entrepreneurs when choosing the most suitable option based on their business goals, risk tolerance, and growth aspirations.
Whether opting for the simplicity of a Sole Proprietorship, the flexibility of a Limited Liability Partnership, or the credibility of a Private Limited Company, each structure has distinct advantages and considerations to align with your business vision in Singapore.
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How easy is it to open a bank account in Singapore?
Opening a bank account in Singapore is generally a straightforward process, reflecting the city-state's pro-business environment. Singapore's robust financial infrastructure, efficient banking systems, and clear regulatory frameworks contribute to the ease of establishing a bank account.
With various local and international banks offering a range of services, entrepreneurs and businesses find the process streamlined. Let's explore the key factors that contribute to the simplicity of opening a bank account in this dynamic financial hub.
How will Volopay assist you in your business journey?
Volopay is a financial solution provider that offers corporate cards, automated expense management, and accounting integrations that streamline financial operations, helping businesses save time and money while elevating the role of their finance teams.
Once you have your company registered and incorporated in Singapore, Volopay can help you in the following ways:
Streamlined spend Management:
Volopay streamlines spend management, providing a centralized platform for tracking and controlling expenses. This simplifies the process of monitoring and optimizing your company's financial outflows.
Simplified expense reimbursements:
Effortlessly manage and process expense reimbursements with Volopay, ensuring a hassle-free experience for both employees and finance teams.
Improved financial control:
Enhance financial control with Volopay's robust tools, allowing businesses to set budgets, monitor spending in real time, and implement proactive measures for better financial governance.
Business account:
Volopay offers a dedicated business account, facilitating secure and efficient management of your company's funds while providing the necessary tools for financial optimization.
Corporate cards:
Empower your team with Volopay's corporate cards, designed to simplify transactions, track expenses, and provide a convenient and secure payment solution for business-related activities.
Integration with accounting software:
Seamless integration with popular accounting software ensures a smooth flow of financial data, reducing manual entry errors and enhancing accuracy in financial reporting.
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FAQs
ACRA, the Accounting and Corporate Regulatory Authority, is the regulatory body in Singapore responsible for overseeing the registration and regulation of businesses. It ensures compliance with statutory requirements and maintains the public register of companies.
The incorporation process in Singapore usually takes 1 to 3 days, provided all necessary documents are prepared accurately and submitted promptly.
Singapore has no specific minimum capital requirement for business registration. You can start a company with a minimal share capital, such as SGD 1 for a Private Limited Company.
A Sole Proprietorship business requires one shareholder. A Limited Liability Partnership (LLP) requires at least 2 partners. A Private Limited Company (Pte Ltd) needs a minimum of 1 and can have a maximum of 50 shareholders.
Refer to the license information available on the relevant government agencies' websites or consult with industry-specific regulatory bodies for accurate and up-to-date requirements.
Register for taxes with the Inland Revenue Authority of Singapore (IRAS) and file tax returns annually. Consider engaging a tax professional for accurate compliance.
Various banks in Singapore offer business accounts catering to different needs, including current accounts, savings accounts, and specialized accounts. Choose based on your business requirements.
Follow the Ministry of Manpower (MOM) guidelines. Obtain work passes for foreign employees and adhere to employment laws, ensuring fair treatment and compliance with regulations.
Explore business chambers, industry events, and networking groups. Platforms like Meetup, Eventbrite, and local business associations often host networking events.
Yes, it is mandatory for all companies in Singapore to appoint a qualified corporate secretary within six months of incorporation. The corporate secretary ensures compliance with regulatory requirements and assists in governance matters.