With limited natural resources to rely on, the monumental economic success of Singapore is largely caused by its comprehensive trade networks and government programs that have made it an attractive jurisdiction among international investors. Multinational corporations and new enterprises flock to Singapore for the many opportunities it presents. 

The most common business structure to establish in Singapore is a private limited company. Let’s look at the process on how to set up a private limited company in Singapore. 

Private Limited Company Formation 

• A private limited company in Singapore is limited by its shares, with a separate legal entity from its shareholders. 
• Taxable entity, with its shareholders not held liable for its debts and losses beyond their respective share capital. 
• Like all business structures in Singapore, a private limited company must be registered with the Accounting & Corporate Regulatory Authority (ACRA) and must adhere to the country’s Companies Act. 

Minimum Set Up Requirements

• Must have one shareholder
• Must have one company secretary 
• Must have paid the initial share capital of SGD 1
• Must have a registered office address in Singapore

Basic Information Requirements for Company Formation in Singapore

Company Name

• Must be approved by the Accounting & Corporate Regulatory Authority (ACRA) before it can be incorporated. 
• Company name must not have an identical name with an existing company. 
• Company name must not have undesirable wording or characters.
• Must not share any similarities to well-known trademarks such as Temasek and Coca-Cola. 

Shareholders

• Shareholder can be a private entity or corporate entity. 
• Shares can be acquired by subscribing for shares of purchasing company shares. 
• There must be at least one shareholder, corporate or individual. 
• Company director and shareholder can be the same person. 
• Local and foreign shareholders are allowed. 
• Under the Singapore Companies Act, there can be a minimum of 1 and a maximum of 50 shareholders. 
• Details of shareholders will appear on public records. 

Resident Directors

• Must have at least one director and ideally must be an ordinary resident of Singapore, (Singapore citizen, Singapore permanent resident, or an individual holding an Employment pass or Entrepass).
• No limit on the number of local and.or foreign directors. 
• Director/s must be at least 18 years old, not bankrupt, or convicted of any crimes. 
• Information of directors will appear on public records. 

Company Secretary 

• A company must appoint a company secretary, whose main role is to ensure company compliance. 
• Company secretary must be a natural person who is an ordinary Singaporean resident. 
• Under the Singapore Companies Act, a company must appoint a secretary within six months of incorporation. 

Share Capital 

• Minimum paid up capital for Singapore company registration is SGD 1 or equivalent in other foreign currencies. 
• Minimum issued capital is one share par value. 
• Bearer shares or No par value are not allowed. 
• Share or paid-up capital can be increased anytime after company incorporation. 

Registered Company Address

• A foreign-owned company in Singapore must have a registered office in the country. This will be the address to which all notices and official documents may be sent and at which a company may keep various registers that are needed to maintain as per Singaporean law. 
• It must be a physical address and cannot be a PO Box. 
• The use of a residential address is allowed for certain business types. 

Governance Structure

• Company management and structure, as well as interrelationship between the company and shareholders are governed by its articles of association and the provisions listed in the Companies Act. 
• As of 1 January 2016, memorandum and articles of association will be merged and renamed into a single document called the Constitution. All companies registered before this date are not required to merge documents and simple continue with their existing documents. 
• It is common to find company members in joint venture arrangements engaging in shareholder agreements among themselves. This is done to capture key rights and responsibilities in relation to how a company can be structured and managed. 

Length of the Company Registration Process

• It is crucial that all required documentation, including identification and crucial paperwork are submitted to ensure compliance approval. 
• With complete documents, company name registration can be as fast as 20 minutes. 
• For companies involved in certain industries such as media, nutrition, and education, application of company name will be referred to the relevant authorities for further approval. This may take from 7 days to two months. 
• Upon company approval, it will be reserved for a period of 60 days, with incorporation to be completed within this given period. You may also apply for extension, if needed. 

Opening a Corporate Bank Account in Singapore

• After successful company registration, you can open a bank account in Singapore with your preferred local or international bank based in Singapore. 
• In most cases, banks will require the account signatories to be physically present in Singapore to ensure efficient and fast paperwork processing and approval. 
• If a signatory is unable to visit Singapore, there are also banks that accept signing of the necessary documents through their overseas branches or at a notary public. 

Other Relevant Activities After Company Registration in Singapore

Secure the Necessary Licenses and Permits

Certain business activities are still subject to further regulation by government authorities. Even if you have successfully registered a company, you cannot commence operations or provide service unless you receive the approval or secure license from relevant government authorities prior to company incorporation. 

Examples of companies that will require additional licenses or permits to operate in Singapore including educational institutions, financial consulting firms, video companies, travel agencies, wholesalers and retailers of alcoholic products, liquor distributors, moneylenders, banks, childcare centers, importers, and more. 

Registered Office Houses

You must establish a registered office address. The office must be open to the public for at least three hours per day during usual business hours on weekdays. 

Registered Number

A business registration number will be issued by the ACTA must be included on all letterheads, invoices, receipts, billings, and other documents issued by the company. 

Custom Registration 

If you company is involved in importation, exportation, and transshipment in and out of Singapore, you need to register your company with the Singapore Customers to obtain a custom registration (CR) number. This is required for Singaporean companies and organizatios involved in all types of trading transactions. 

Singapore Goods and Tax Registration

• Goods and Services Tax (GST) is assessed taxation on the supply of goods and services in Singapore as well as the importation of goods into Singapore. Goods exported from Singapore, as well as international services provided from Singapore are exempt from GST. The current GST rate is 7%. 
• All Singaporean businesses must register for GST if their annual taxable revenue exceeds SGD 1 million, or currently making taxable supplies with an annual taxable revenue excepted to exceed SGD 1 million. 
• Businesses are expected to register for GST on a voluntary basis or within third days from the time it is deemed liable. 
• Approval for voluntary registration is at the discretion f the Comptroller in Internal Revenue Agency of Singapore. Once approval is given, you must maintain active registration for at least two years. 

Singapore Central Provident Fund Registration 

• The Central Provident Fund (CPF) refers to Singapore’s compulsory pension fund scheme wherein employers and employees contribute a percentage of their monthly salary to the fund. 
• CPF contribution made by employers is mandatory for all local employees who are Singaporean citizens or permanent residents earning more than SGD 50 per month. 
• Maximum CPF contribution rate for employer and employee is 17% and 20% respectively, or can be lower depending on various factors such as employee age, permanent residence status, and more. 
• CPF contribution for foreign employees are not required. 

Damalion is a trusted business consulting firm offering comprehensive company formation solutions for foreign investors who are looking to set up a company in Singapore. Leveraging years of expertise in cross-border company structuring, we have managed to build an extensive global service network consisting of service providers such as lawyers, accountants, and consultants to ensure smooth and hassle-free company formation in your chosen jurisdiction. We make Singaporean company incorporation a breeze, so you can solely focus on more important aspects of your business. Our full suite of company start up services, including bank account opening, bookkeeping, accounting, tax planning, and more. To get started, reach out to a Damalion expert today. 

This information is not intended to be a substitute for specific individualized tax or legal advice. We suggest that you discuss your specific situation with a qualified tax or legal advisor.