Incorporation of business
The most important things that you need to know at the Incorporation of Company in Singapore
Foreigners wishing to incorporate a local company in Singapore must do the following:
- Engage the services of a registered filing agent (e.g. a law firm, accounting firm or corporate secretarial firm) to submit the online application.
- Employ a director who meets the requirements described in the above section on Directors.
Choosing a Company Name
Avoid selecting names which are:
- identical to an existing business.
- undesirable i.e. names which are vulgar, obscene or offensive.
- prohibited by order of the Minister for Finance.
During the name application, you must also specify the primary and secondary activities of your business by choosing the most relevant Singapore Standard Industrial Classification (SSIC) code corresponding to your business activity.
Determining the Company Type
Private Company: –
Private Company Limited by Shares: Has a maximum of 50 shareholders.
Exempt Private Company (EPC): is one which: Has a maximum of 20 shareholders; No corporation is a shareholder; The Minister has deemed to be an EPC under the Companies Act.
Public Company: –
Appointing Directors, Company Secretary and Other Key Personnel
Every company must have at least 1 director who is locally resident in Singapore. Here are the basic requirements for a company director. He must be:
- At least 18 years old;
- Of full legal capacity;
- A Singapore Citizen, Singapore Permanent Resident or EntrePass holder.
- A director may also be an Employment Pass (EP) holder.
- Cannot be disqualified from acting as a director of a company e.g. an undischarged bankrupt.
A company must appoint one Company Secretary within six months of the date of its incorporation. A company secretary must be:
- A natural person;
- Locally resident in Singapore.
The position of company secretary must not be left vacant for more than 6 months. The sole director of a company and the company secretary cannot be the same person.
Every company must appoint an auditor within 3 months of incorporation, unless it is exempted from audit requirements under relevant sections of the Companies Act:
- Dormant Company
- Small Company
Shares and Shareholders
The company must have at least one shareholder. You must also indicate the amount of issued capital. The minimum issued capital must be at least $1. However, there is no minimum paid up capital required.
- 1 to 50 shareholders for Private Limited Company.
- The shareholders can either be an individual or another corporate entity.
- 100% local or foreign shareholding is allowed.
- A shareholder can also be the director of the company.
Registered Office Address and Constitution
You must provide a registered office address during your application to incorporate a company. A registered office must be operational and accessible to the public during normal office hours, but need not be where the company conducts its activities.
- cannot be a PO BOX.
- in Singapore
- Application for the Home Office Scheme can be made either before or after the company registration with ACRA.
A copy of your company’s constitution must be submitted when applying to incorporate your company. you may choose to adopt the Model Constitution.
Deciding on a Financial Year End
You must also decide on the first financial year end (FYE) of your new company. The FYE will determine when your corporate filings and taxes are due. Common choices by companies include 30 September or 31 December.
What you have to file each year
- Annual General Meeting
- Annual Return
- Register of Registrable Controllers
- Electronic Register of Members
- Electronic Registers of Directors, Secretaries, Auditors and CEOs
- Changes in Company Information (if any)
- Changes in Personal Particulars of Company Officers and Shareholders (if any)
Other important information
- Apply CorpPass
- Apply Special UEN
- Free Business Profile