All You Need to Know About Incorporating a Company in Singapore

Minimum Requirements

Company Director

At least 1 Director. Only individual can be a director (no corporate directorships). Must be at least 18 years old. All Companies must have 1 locally resident director at all times.

Shareholder

At least 1 Shareholder. Either an individual (must be more than 18 years old) or a corporate entity can be shareholder. No minimum local shareholding requirements (can be 100% foreign owned).

Company Secretary

At least 1 Company Secretary. If the Company has only 1 director, he/she cannot act as company secretary as well.

Registered Office: Local registered office address in Singapore. Must be a physical location and not a P.O. Box address. HDB residential address can be used with prior approval from the HDB.

Business Activity

All types of business activities are allowed. However, a Company must choose at least 1 SSIC Code (business activity code) which is to be started in its business profile.

Share Capital

Minimum of S$1 paid-up share capital in any currency. No authorized capital required and can be in any currency, tangible or intangible asset.

Constitution Documents

At least 1 Company Secretary. Must be locally resident. If the Company has only 1 director, he/she cannot act as company secretary as well.

Singpass/Service Provider

All filings to ACRA are made online via the Bizfile website, which can be only accessed through Singpass. Singpass is only issued to Singapore residents. If you do not have Singpass, engage the services of professional firm to assist you.

Documents Needed

For Proposed Directors & Individual Shareholders

For Singapore non-residents: copy of passport and proof of overseas residential address (e.g. bank statement or utility bill, etc.)

For Singapore residents: copy of Singapore identity card

If the Shareholders is a Corporate Entity

Certificate of incorporation

Memorandum and Articles of Association/Constitution

Extract if the company’s details from the Registrar of Companies – Business Profile

Steps Involved

Step 1: Name availability and name reservation

The first step to incorporate a Company will be choose a name. Name of the company should be unique and should bear no similarities to any existing registered business.

We will submit your Name application to ACRA. The following information needs to be submitted at the time of name reservation:

(1) Particulars of directors (name, identification no, nationality, email address or mobile no. and address)

(2) Particulars of shareholders

(3) Business activity (SSIC) code (minimum one and maximum two) and custom description thereof, if any Proposed name

Note: Any of the above details could be changed at time of incorporation once name has been approved, so don’t worry if there has been any changes in structure of company.

Once approved, the Name can be reserved for 60 days.

Step 2: Signing of Incorporation documents

The documents to be signed before company is to be incorporated are:

– Constitution documents (M&AA) to be signed by the subscriber(s)

– Form 45 (consent to act as director) to be signed by first director(s)

– Form 45B (consent to act as Secretary) to be signed by Company secretary

– Nominee director and/or Corporate secretarial and/or registered office agreement, if applicable

– Share certificates and minutes of first board resolution meeting

If you are not in Singapore at that time, professional firm engaged can send the documents to you via email. The incorporation documents can be signed overseas before the Notary Public if you are not in Singapore. Upon signing, you can then send them back to professional firm for submission.

Step 3: ACRA filing for incorporation and payment

Once the document are signed and name has been approved and reserved, the filing for incorporation is required to be made and following additional details (apart from details mentioned in name reservation lodgement) are to be mentioned in such filing for incorporation:

(1) Registered office address of the Company – must be a commercial address.

(2) Share capital details:

– Currency of capital

– Total No of shares being subscribed at time of incorporation

– Value per Share

– Amount of paid up share capital

– Whether the shares are being allotted for Cash or for consideration other than cash. For consideration other than cash allotments, you will have to fill in additional details about basis of capitalization.

(3) Details of Company secretary(ies).

(4) Details of additional directors/shareholders and/or any addition or deletion of directors or shareholders which has not been mentioned during name application.

(5) Constitution documents (M&AA) – to be uploaded to ACRA if it is a customized constitution document. Alternatively options out of standard constitution documents are to be selected.

(6) Allotment of shares details – break of shares between shareholder (no of shares being subscribed by each shareholder) and type of shares being taken are to disclosed herein.

Step 4: Receipt of E-notification for Incorporation and First Board Meeting

As soon as payment is made, the company registration number (a.k.a. UEN – Unique Entity Number) is displayed on payment receipt and the company can start the business activities immediately. An e-mail notification for incorporation is sent immediately which confirms the incorporation of the Company and usually a copy of this e-notification is placed on top of incorporation document (after the cover page).

Traditionally soon after incorporation, a first board meeting is convened either physically or via written resolution (by circulation) to discuss the following matters:

(1)  Take note of the incorporation of company and its registration number

(2) Acceptance of offices by directors(s)

(3) Acceptance of offices by Company Secretary

(4) Allotment of shares to subscribes to the Memorandum (constitution documents)

(5) Take note of the registered office address

(6) Resolve to finalize the financial year end (FYE) of the Company

(7) Resolve to adopt the common seal of the Company

Post Incorporation – Related Matters

Certificate Confirming Incorporation

Most countries issue a separate hard copy certificate of incorporation. However, only an e-notification is issued in Singapore. If required, there is an option (but not mandatory) to purchase a hard copy certificate confirming incorporation.

Business Profile

This is an extract of the company profile taken from the Registrar of Companies, business profile is a public document which can be purchased by anyone, containing basic public information about directorship/shareholding and other details about the Company and is required by banks for opening of a bank account.

Share Certificates

Share certificates are mandatory, to be issued after incorporation under the common seal of the Company.

Financial Year End

Unlike some other countries, Singapore incorporated companies have the flexibility to choose any date as their financial year end (FYE) within 18 months from the date of incorporation. It is advisable to keep your first FYE within 365 days of incorporation to maximize the benefits of the Start-up Tax Exemption (SUTE) Scheme.

Common Seal

All Singapore Companies are mandatorily required to have a common seal. Common seal is a metallic seal which is embossed on important documents (such as share certificates) and leaves an impression like ones on credit cards once affixed on documents.

Rubber Seal

A rubber seal is not mandatory for Singapore Companies. However, most of the companies prefer to have one. Normal practice is also to mention registration number of the company on rubber seals.

Invoices and Letterheads

It is mandatory to mention the company registration number (UEN No.) on invoices and letterheads and other official stationery of the Company, if any.

Corporate Bank Account

Most local banks will require a physical presence to open a bank account. However, some banks do allow remote bank account opening in certain cases. A bank signatory need not be a company director or shareholder for Singapore based bank accounts.

Income Tax Registration

No separate income tax registration is required for Singapore Companies. The company automatically gets registered with the Inland Revenue Authority of Singapore (IRAS) once the company is registered with ACRA. Your Company registration no (UEN no) also serves as tax reference number for all tax purposes.

Goods and Services Tax (GST) Registration

GST registration for a Singapore company is mandatory for companies with a turnover of more than S$1 million (subject to certain exceptions). However, companies with an annual turnover of less than S$1M may still voluntarily register for GST.

Customs Registrations

Customs registration is not mandatory, and is only required for companies which are importing goods in to Singapore or exporting from Singapore.

Annual Renewal/AGM/Annual Fillings

Unlike some offshore Companies, Singapore Companies do not have fixed tenure and are perpetual in nature. Non renewal/non annual filing won’t close the company automatically and the liabilities for annual compliance will remain until an application for striking off is made and approved by ACRA or the company is formally liquidated.

Companies are required to prepare the un-audited/audited (as applicable to the company) financial statements in accordance with applicable accounting standards and thereafter convene Annual General Meeting (AGM) and file annual return with ACRA and tax returns with IRAS.

Audit Requirements

Companies without any corporate shareholder and having annual turnover of less than 5 million SGD are exempt from auditing its accounts. Companies with a corporate shareholder must have its accounts audited, unless the company is compulsory dormant.

Closing Down

Striking off and winding-up are two ways to close down a Singapore company. Striking off is the fastest and cheapest method to close down the Company. Alternatively, a liquidator can be appointed to wind-up the affairs of the Company by following prescribed procedures.

* This post originally appeared on rikvin