2015 Singapore Incorporation Guide

How to set up a company in Singapore

This Singapore incorporation guide provides a complete overview of the things you will need to know and do to incorporate a company in Singapore for 2015. It covers the Singapore Company registration requirements, procedures and start to finish timeline. This guide covers the set up of a Private Limited company in Singapore which is Singapore’s limited liability company format offering the best balance of liability protection, credibility, capitalisation ability and taxation benefits.

Basics of a Singapore Incorporation

• Can be 100% foreign owned
• A minimum of just $1 in paid up capital is required to establish a company
• Less than 9% corporate income tax on first $300,000 profit each year
• A maximum of just 17% corporate income tax on profits over $300,000
• Must have a company secretary within 6 months of registration
• Must have a Singapore Resident as a director (A foreigner holding an EntrePass or Employment pass is qualified) at all times
• Can be registered in as little as 24 hours.

Singapore Company Registration Guide

Before You Register a Singapore Company in 2015

Overview of Singapore company registration requirements

This guide specifically covers the incorporation requirements for a Singapore private limited company for 2015. In order to properly form a company in Singapore all the criteria need to be fulfilled.

Company Name

• The name you plan to use must not already be in use or be to similar to a company name already in use
• some names are restricted and require prior approval if they contain some words such as “clinic”, “bank”, “financial”, “school”,”media”, etc…
• Can not be named using a trademark as part of the name unless you own the trademark
• Can not be misleading or cause confusion

Company Directors

• At least 1 Singapore Resident Director (can be a foreigner holding an EntrePass or Employment Pass)
• Does not need to hold any shares
• Must be at least 18 years of age
• Can not be bankrupt or convicted of offences involving fraud or dishonesty
• There are no limitations on the number of additional directors or their nationality as long as at least 1 is a Singapore Resident

Shareholders

• A Private Limited Company can have a maximum of 50 shareholders (excluding employee shareholders)
• A foreign person or company can own 100% of the shares
• The company can be entirely owned by another company
• New shares can be issued or existing shares can be transferred at any time

Paid-up Capital

• Singapore only requires $1 in paid-up capital at time of incorporation
• The amount of paid-up can be increased at anytime after the incorporation
• Singapore does not require a “Authorised Capital” for companies incorporated in Singapore

Company Secretary

• All Singapore companies must appoint a qualified company secretary within 6 months of registration
• In the case of a single shareholder or director that individual can not be the company secretary as well
• A Singapore company secretary must be a resident of Singapore

Registered Singapore Address

• All businesses in Singapore must have a valid registered address
• The registered address can not be a Post Box
• The registered address can not be an HDB apartment address without prior approval
• Many residential developments in Singapore do not allow for use of the residential address as a commercial business address

Corporate Taxes

• Singapore offers many tax incentives for Singapore registered corporations
• Qualified Singapore companies enjoy 0% tax on the first $100,000 profit each year
• All companies are taxed a maximum of approximately 9% on the first $300,000 profit each year
• Above $300,000 the maximum corporate tax rate is only 17%
• Singapore has no capital gains tax or taxes on dividend

Specifically for Foreigners

Regulations of Singapore corporations regarding foreigners

Some regulations on incorporating a company in Singapore need some extra attention from foreigners who would like to set up a company in Singapore whether a company operated from overseas or the foreigner intends to relocate to Singapore to operate their incorporation and become a Singapore resident.

Company Registration Service

• Must hire a Corporate Service company
• Foreigners can not represent themselves in Singapore to incorporate a business in Singapore
• A corporate service company can also provide all the other requirements for registering a company

Company Operated from Overseas

• To operate a company from overseas you are not required to obtain any visa in Singapore
• A Singapore company can be 100% foreign owned and operated
• You will need to hire a nominee director as your Singapore resident director
• You will need a company secretary that is a Singapore resident
• Some banks will require you to be physically present to open a bank account

Incorporation With Relocation

• You will need to temporarily hire a Singapore resident as a nominee director
• Once your company is registered your company can sponsor your work visa
• Once you obtain an EntrePass or Employment Pass you can transfer the directorship to yourself
• Once you obtain your Singapore work visa you can open your own personal bank account in Singapore

Incorporation Requirements

Required items to incorporate a company in Singapore

You will need to have all of the following items prepared in advance to incorporate a company in Singapore.

Company Name and Alternatives

• It is best to prepare at least 3 options as your company name in Singapore to expedite the process, the approval or rejection for a company name usually takes 24 hours or less

Description of Business

• A Summary about the type of business and the planned activities of the business

Shareholder’s Information

• All of the information regarding the shareholders should be prepared in advance including scanned copies of their photo identification documents, their current address, and other forms of contact details. Also prepare an outline of the number of shares to be issued to each shareholder.

Director’s Information

• All the particulars regarding the company’s directors including scanned copy of photo identification documents, current address and contact details as well as identifying which individual is to be named the executive director

Registered Address

• A Singapore address is required to register the company.

Memorandum and Articles of Association

• The Singapore Company Registrar provides a standard Memorandum and Articles of Association which is normally suitable for most kinds of business.

Steps of Incorporation in Singapore

Timeline and procedures of incorporating a company in Singapore

Singapore offers one of the most efficient company registration systems in the world. Registering a company in Singapore can be done in as little as few  hours provided all of the documents and details are prepared in advance of the registration process.

There are 2 basic steps of registering a company in Singapore.

Step 1 is getting approval of the desired company name and  Step 2 is the submission of all required details for the incorporation. Once both of those steps have been completed, ACRA will review the documents and approve the application, the company is officially established and registered as a Singapore Private Limited Company.

Step 1: Company Name Approval

• The approval process for a company name can take as little as 1 hour or as long as a couple of days depending on if any industry specific approval is required
• Can not be identical or too similar to an existing company’s name
• Can not infringe on a trademark
• Can not be vulgar or obscene
• Once reserved the name is on hold for a maximum of 60 days, after 60 days it is released for someone else to register

Step 2: Filing of Corporate details and documents

• If all documents are prepared in advance this process can take as little as a few hours
• If the applicant is of certain nationalities the process can take some additional time but this is rare

Company Incorporation Documentation

Once Incorporated you will receive these items

After the registration of the private limited company is completed you will receive a Singapore certificate of incorporation, your company business profile and your company’s memorandum of articles and association.

Certificate of Incorporation

• A E -copy is issued once the Singapore company is incorporated.A hard copy of the Certificate of Incorporation is no longer issued in Singapore when a company is registered. If you would like to request a hard copy, it can be ordered at any time after the incorporation for a additional fee. The Certificate of Incorporation is no longer a required document to conduct business in Singapore.

Company Business Profile

• A company profile which contains the details of the company including those of all the shareholders and directors is available on request. The Company Registrar provides this Company Profile as a PDF file. This document is all that is required for most legal transactions including the set up of a corporate bank account in Singapore.

Other Company Items You Will Need

Items you will need to operate a company in Singapore

Some items you will likely need in order to operate your business in Singapore include, share certificates for your shareholders, a share register listing all the issued shares and shareholder details, a company seal, and a company stamp.

Next Steps After Incorporation

Other tasks to do when setting up a company in Singapore

After your company is registered in Singapore you will need to do some or all of the following tasks in order to do business and maintain your business in Singapore.

Open a Corporate Bank Account

• Some banks will require you to be physically present when opening the account
• If you are not able to be physically present please consult with us for advise on banks which currently do not require you to be present or that allow you to visit a branch in your country
• Selection of the right bank is important if you plan to operate from overseas

Goods and Services Tax Registration

• If your company is expected to exceed or does exceed $1 million in taxable turnover you are required to register your company for GST. GST is Singapore’s equivalent of VAT or Sales tax. GST is only applicable for onshore revenue.

Any Required Business Licenses

• Some kinds of businesses require licenses to operate in Singapore. If you are unsure if your business requires a license please consult with us ahead of time.

Appointing a Company Secretary

• Within 6 months of the company’s registration a Singapore company is required to appoint and register their Company Secretary with ACRA.

Singapore Private Limited Company Registration Review

Recap of all the requirements, procedures and timeline for incorporation

As detailed above you can see the process of registering a company in Singapore with the right guidance is fairly simple to prepare for, easy to implement and quick to accomplish.

A quick walk through of the company registration process once more:

First start by selecting the company name you desire to register. It is advisable to prepare a couple of alternative company names just in case your first company name choice isn’t available.

Second, collect all the required scans of identification for the company’s shareholders and directors. You will also need to collect all of the addresses and contact details for each of these individuals.

Third, you will need to engage a corporate service company in Singapore, if you do not have a Singapore resident as a director in the company the corporate service company can provide one. If you do not have a Singapore address, your corporate service company can provide you that as well.

We offer a variety of packages from basic set up compliance to full fledged turn-key packages which can fulfill all of your company’s needs for years after the company registration.

We hope that this Singapore Company Registration Guide provides you with the business set up information you were looking for.

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For further reading, please check out the following guide: Learn How to Incorporate a Company in Singapore

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