Singapore, known for its dynamic business ecosystem, attracts entrepreneurs globally. To tap into this market, it’s crucial to understand how to register a company in Singapore.
This guide provides a detailed walkthrough of the registration process, ensuring a smooth transition into Singapore’s business landscape.
Table of Contents
Before Register a Company in Singapore
When starting a business in Singapore, it’s crucial to determine if business registration is necessary for your venture.
Individuals planning to engage in profit-making activities on a regular basis are required to register their business with the Accounting and Corporate Regulatory Authority (ACRA). However, exemptions to this rule exist under certain conditions:
- If your business operates under your own full name as stated in your NRIC.
- If your business operates under the full names of all partners involved, as per their respective NRICs.
It’s important to note that business registration becomes mandatory if your personal name is modified with additional descriptive terms (for example, “Low Siew Mai’s Catering”). Additional exemptions from registration exist and are detailed in the Business Names Registration Act.
Understanding Eligibility to Register a Company in Singapore
Before initiating the process to register a company in Singapore, it’s essential to grasp the eligibility criteria:
- Legal Requirements: You’ll need at least one shareholder, a resident director, and a company secretary.
- Necessary Documentation: Prepare identification documents for directors and shareholders, plus details of the company’s business activities.
- Types of Companies: While a private limited company is common, other types like sole proprietorships and partnerships have different requirements.
Types of Companies in Singapore
- Private Limited Companies (Pte Ltd): A Pte Ltd is the most popular business structure in Singapore, ideal for scalability and flexibility. It’s defined by having fewer than 50 shareholders and its shares are not available to the general public. Shareholders can be individuals or corporations.
- Sole Proprietorships (SP): An SP is simple but risky as the owner is personally liable for all business debts. The law does not distinguish between the owner’s personal and business assets, putting personal assets at risk if the business fails. This structure is usually not recommended due to the high level of personal financial exposure.
- Limited Liability Partnerships (LLP): An LLP is a hybrid, offering the simplicity of a partnership with some benefits of a Pte Ltd. It has at least two partners and operates as a separate legal entity from its owners. Common among professionals like lawyers and architects, an LLP provides limited personal liability, but partners must clearly outline profit-sharing agreements. Profits are taxed either as personal income or corporate income, depending on the nature of the partner entity.
Step-by-Step Process to Register a Company in Singapore
1. Choosing a Company Name
- Begin by applying for a business name. Prepare a shortlist of at least two options in case your first choice is unavailable.
- You can apply for a business name via BizFile+.
2. Drafting the Company Constitution
- Prepare a constitution which is a document that outlines your company’s governance and operations.
- This can be done in parallel with applying for your company name. A corporate secretary can assist with drafting the Company Constitution (Memorandum and Articles of Association).
3. Appointing Key Personnel
- Identify and appoint shareholders, directors, and a company secretary. Ensure at least one director is a Singapore resident.
- This step is crucial for compliance with Singapore’s business regulations.
4. Securing a Local Address
- Arrange for a local physical address in Singapore, which is mandatory for company registration. You may utilise a virtual office address if needed.
5. Registering Your Business
- Once your business name is approved, proceed with the business registration process.
- For Sole Proprietorship/Partnership, you can use Guided Journey through Singpass for step-by-step guidance, without needing to apply on ACRA’s BizFile+.
- For other business structures, register directly on ACRA’s BizFile+.
- Alternatively, engage a registered filing agent like a law firm, accounting firm, or corporate secretarial firm to handle the application process on your behalf.
6. Receiving Your Unique Entity Number (UEN)
- Upon successful registration, your business will be issued a Unique Entity Number (UEN), which is the unique identifier for your company in all transactions with government agencies.
- A free copy of your Business Profile, containing your UEN and other company details, will be emailed to the person filing the application. The UEN can be found at UEN.gov.sg and your Business Profile at ACRA.
Following these steps will ensure a smooth registration process for your company in Singapore which is vital for all your business transactions with government bodies.
Foreign Company Registration in Singapore
Foreigners can start a company in Singapore if they have a valid work visa or by appointing a local resident director without relocating. The basic incorporation requirements for foreigners include:
- A minimum of one shareholder
- At least $1 paid-up capital
- A local company secretary
- A Singapore-based director
- A registered local address
Options for Foreigners to Register a Company:
- Employment Pass (EP) Holders:
- After incorporating your company, you can apply for an EP through the Ministry of Manpower (MOM) to work in Singapore. Alternatively, use a visa agent to handle your EP application. Remember, the company must be incorporated before applying for an EP, and it should be a private limited company.
- Entrepreneur Pass (EntrePass):
- EntrePass is for foreign entrepreneurs with innovative businesses. You’re eligible if you’ve started or plan to start a private limited company in Singapore that’s venture-backed or technology-driven. The company must be less than 6 months old at the time of the EntrePass application, or you can register it after approval.
- Without Relocating to Singapore:
- You must appoint a local resident director if you’re not moving to Singapore. A professional corporate services firm can assist with the registration and provide nominee director and registered address services.
Additional Considerations:
- Foreigners must engage a professional firm for company registration; self-registration is not permitted.
- If you’re not moving to Singapore, you don’t need a travel visa for company operations and can visit on a short-term basis for company matters.
- A local director is mandatory. Professional firms offer services that satisfy this requirement.
- Corporate bank account setup may require a visit to Singapore, depending on the bank. Some firms can help facilitate this process.
Business Registration Fees in Singapore
When registering a business in Singapore, there are several fees to consider. Below is a breakdown of the costs associated with different types of business entities:
| Type of Business | Registration Fee (S$) | Name Approval Fee (S$) | Company Secretary Fee (S$) – Year 1 | Registered Office Address Fee (S$) – Year 1 | Nominee Director Fee (S$) – Year 1 |
|---|---|---|---|---|---|
| Private Limited Company | 300 | 15 | 300 | 240 | 600-2000 (If Applicable) |
| Sole Proprietorship | 100 | 15 | N/A | N/A | N/A |
| Limited Liability Partnership | 165 | 15 | N/A | N/A | N/A |
The fees for a Private Limited Company include the registration fee, name approval fee, the first year’s company secretary fee, and registered office address fee. If a nominee director is required, additional fees apply. For Sole Proprietorships and Limited Liability Partnerships, the costs are lower as some services, like a company secretary or nominee director, may not be applicable.
Please note that these fees are indicative and subject to change. For the most accurate and current pricing, always check with the Accounting and Corporate Regulatory Authority (ACRA) or a professional corporate service provider.
After Registering a Company in Singapore: Next Steps
After completing the incorporation process, there are several key steps and documents you will receive:
- Certificate of Incorporation: Once your company is registered, ACRA will send an email confirmation which serves as your official Singapore Company Incorporation Certificate, including your business registration number. Should you need a physical copy, it can be requested from ACRA for a fee of S$50.
- Business Profile (“Bizfile”): You will also receive, at no additional cost, a business profile from ACRA. This profile essentially acts as your company’s identity card.
- Corporate Bank Account: You can now open a corporate bank account with any bank.
- Business Licenses Application: Depending on your business activities, certain licenses may be necessary. This step should be completed after registering your company but before commencing business operations.
- GST Registration: If your business’s annual turnover is projected to exceed S$1 million, registration for Goods & Services Tax (GST) is mandatory. For businesses not expecting to meet this threshold, GST registration is optional.
These steps are crucial in establishing and legitimizing your business operations in Singapore post-incorporation.
Benefits of Registering a Company in Singapore
Registering a business in Singapore with ACRA brings multiple advantages. Here’s an overview of some key benefits:
- Credibility Enhancement: Registration lends credibility to your business. It allows the public to easily confirm details about your business and its owners, enhancing customer trust and simplifying business transactions.
- Government Incentives and Opportunities: Registered businesses gain eligibility for various government incentives, including grants from Enterprise Singapore. Additionally, it opens doors to participate in government contracts and to protect intellectual property or patents for innovative products and technologies. Furthermore, choosing to incorporate a company or establish a limited liability partnership offers:
- Financial Security: A clear demarcation between personal and business finances is established. In cases where your business faces legal challenges, your personal assets are safeguarded from liability. This protective barrier, however, does not extend to sole proprietorships or general partnerships.
Overcoming Challenges in the Process to Register a Company in Singapore
While the process to register a company in Singapore is streamlined, challenges like documentation issues can occur. Professional assistance can provide a smooth experience.
Maintaining Compliance Post-Registration
Maintaining compliance is a crucial aspect of managing a registered company in Singapore. After the initial registration, there are several important timelines and statutory requirements to observe:
- Financial Year End: Typically set on the last day of a month, for example, 31st July, every 12 months from the end of the month in which the company was incorporated, it marks the end of your financial reporting period.
- Estimated Chargeable Income (ECI) Filing: Due within three months after the financial year-end, this is an estimate of the company’s taxable income.
- Annual General Meeting (AGM): The first AGM must be held within 18 months of incorporation, and subsequently, once every calendar year but not more than 15 months apart.
- Annual Return Filing: Within one month after the AGM, an annual return must be filed with ACRA.
- Corporate Tax Filing: Typically due by the 30th of November in the following year after the end of the accounting period.
Register a Company in Singapore Easily
The process to register a company in Singapore, though straightforward, requires a strategic approach. This guide aims to facilitate your journey in establishing a successful business in Singapore’s thriving economy.
Leverage government and professional resources, and networking platforms, for additional support as you register a company in Singapore.
In summary, understanding how to register a company in Singapore is the first step towards leveraging the opportunities in this vibrant business hub. This comprehensive guide aims to streamline your journey, paving the way for business success in Singapore.
What are the basic requirements to register a company in Singapore?
To register a company in Singapore, you need at least one shareholder, one director who is a Singapore resident, a company secretary, a minimum of S$1 in paid-up capital, and a physical Singapore address for the company office.
How long does it take to register a company in Singapore?
If all documents are in order, the registration process with ACRA can be completed within 1-2 days.
Can a foreigner register a company in Singapore?
Yes, foreigners can register a company in Singapore, but they must appoint at least one local director who is a Singaporean resident.
What are the benefits of registering a company in Singapore?
Benefits include access to government grants, credibility in the international market, protection of personal assets, and a favorable tax regime.
