Starting your own business is a significant step towards turning dreams into reality. Singapore stands out as a beacon for individuals who value innovation, creativity, and growth in Asia's dynamic corporate sector.
Let this guide be your compass as you aim to launch your own Singaporean business; it will expertly and precisely guide you through the complexities of incorporation.
What Are the Requirements for Incorporating a Company in Singapore?
All businesses operating in Singapore must adhere to the regulations set by the Accounting & Corporate Regulatory Authority (ACRA) and comply with the Companies Act.
The Private Limited Company is the most popular and adaptable option for establishing a presence in Singapore among the different business organisations available.
Understanding a Private Limited Company
A Private Limited Company, limited by shares, is a distinct legal entity from its shareholders and is recognized as a taxable entity on its own. With respect to the amount of their share capital, this special structure protects shareholders from personal accountability for the debts and losses of the company.
Key Requirements for Registering a Private Limited Company in Singapore
- At least one shareholder (individual or corporate entity)
- One resident director
- One company secretary
- Initial paid-up share capital of at least S$1
- A physical Singapore office address
Foreigners looking to register a Private Limited Company in Singapore must enlist the services of a registered filing agent, such as a corporate services firm, to facilitate the online application on BizFile+.
Documentary Requirements for Singapore Private Ltd Company Registration
- Company Name: Choose a name that aligns with your business activities and consider domain availability for online presence.
- Description of Business Activities: Use the Singapore Standard Industrial Classification Code (SSIC) 2020 to define your company's activities.
- Shareholding Pattern: Define and issue subscriber shares to initial members, with a minimum paid-up capital of S$1.
- Shareholders’ Agreement: Establish a comprehensive agreement to outline the relationship between shareholders and prevent future disputes.
- Shareholder’s Details: Provide details of at least one corporate or individual shareholder, with a maximum of 50 shareholders.
- Director’s Details: Appoint at least one director who is "ordinarily" resident in Singapore, meeting specific criteria.
- Registered Office Address: A physical address is required for official correspondences; residential addresses are allowed for certain businesses.
- Company Secretary’s Particulars: Appoint a Company Secretary within six months of incorporation, ensuring regulatory compliance.
- Appointment of Auditor: Companies must appoint an auditor unless exempted based on specific criteria.
Post-Incorporation Processes
After successful incorporation, several key documents are issued:
- Company Business Profile: ACRA provides a free electronic business profile, with an option to purchase a physical copy.
- Certificate of Incorporation: Issued by the Singapore Company Registrar, confirming the company's incorporation.
- Issuance of Share Certificates: Proof of share ownership, issued by the company secretary.
- First Board Resolution: Official resolution making appointments of shareholders and directors.
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Bank Account Opening Resolution: Board resolution sanctioning the opening of the company's bank account.
Post-incorporation Compliance Requirements
- Annual General Meeting (AGM): Hold AGM annually, with financial statements presented for shareholders' approval.
- Annual Returns (AR): File annual returns within one month of the AGM date.
- Corporate Tax Filing: Submit corporate income tax returns by November 30 each year, accompanied by audited or unaudited reports and tax computations.
- Determining the Fiscal Year (FYE): Establish the financial year end within 365 days, considering tax exemptions for new start-up companies.
Conclusion
We can help if you find yourself in need of direction or need more details on the incorporation procedure in Singapore. Our staff is committed to making sure your trip is successful and seamless.
Please contact us if you would want individualised support for your business goals.