How To Register A Company In Singapore

How to Register a Company in Singapore - Complete Guide for 2022

This article provides an overview of Singapore company registration. Key focus is on statutory compliance requirements, business registration procedures, and considerations for local vs strange business concern owners.

The World Depository financial institution consistently recognizes Singapore equally the world's best place to practice business. More than lx,000 new companies are registered every year in the country, according to statistics from the ACRA (Accounting and Corporate Regulatory Authority).

Whether you lot're a Singapore citizen, permanent resident, or foreigner, setting up a visitor in Singapore is fast, hassle-costless and nigh importantly, gratis from any unnecessary cerise tape and hidden fees.

What Are the Minimum Requirements for Registering a Company in Singapore?

You need to know several things equally a business owner when it comes to visitor incorporation in Singapore.

1. Company Name: Your proposed company name must exist approved by ACRA before registration.

2. Resident Managing director: Each company needs to appoint at least one resident director (aka local director). ACRA allows the following to be appointed resident manager

   • A local citizen

   • A Singapore permanent resident (PR), or

   • A Singapore EntrePass holder

   • A person who has a valid Employment Pass (EP) or Dependent Pass (DP). Annotation that a Letter of the alphabet of Consent (LOC) is required if a EP holder wants to become a director.

3. Foreign Director: Once y'all have nominated a resident managing director, you tin can then appoint an unlimited number of resident and non-resident directors. Both resident and non-resident directors will need to be at least xviii years of age and free of any malpractice charges in the by.

4. Shareholder: A individual express company by shares can have upwardly to fifty shareholders, who may or may non exist directors. Shareholders can consist of natural persons or companies. 100% non-local shareholding is besides immune.

5. Share Upper-case letter: You need to have a minimum of SGD i worth of issued share capital to register your Singapore company. No minimum paid-up uppercase is required. Note that companies in regulated industries are subject area to different minimum share capital requirements.

6. Company Secretarial assistant: You're required to appoint a qualified resident company secretary inside 6 months after the Singapore company registration. Sole directors and shareholders cannot be selected as the visitor secretary. If you can't find 1, Piloto Asia can be the corporate secretary for y'all.

7. Registered Address: A Singapore accost is required as the company'south local registered address. It must be a physical address (either residential or commercial) but not a PO box.

Any special requirements for foreigners?

Foreigners who wish to ready a visitor in Singapore are required to satisfy additional requirements. For instance they need to rent a local director and register with a corporate service provider, accounting business firm or law firm likewise.

We will comprehend more in detail later in this article.

The 3 Simple Steps to Register a Visitor in Singapore

Unlike most countries, Singapore makes it easy for local and foreign entrepreneurs to annals their new business concern.

Stride 1 - Obtain a Company Proper noun Approving from the ACRA

Business organization owners who desire to annals their companies demand to get their company names approved by the ACRA. This procedure tin can be washed online and as long equally yous follow these guidelines, you should get approving in no fourth dimension.

• Names must not be identical to whatsoever existing business or company in Singapore

• Information technology must not infringe on whatsoever existing trademarks

• Information technology must not incorporate vulgar or obscene language

• Another company must not reserve the name of your choice

• If your company proper name contains business words such as "legal", "school", "bank" and other regulated words, you may require further vetting by corresponding government agencies.

• If the government authority does go through additional vetting, approval may take a few weeks.

If your name is canonical, you can reserve the name for upwardly to 120 days, and that yous need to contain your concern within 120 days or less. Otherwise, the company proper noun is released. Other people will then be able to reserve the company proper noun if they coincide with yours.

Footstep two - Prepare the Necessary Documents for Singapore Company Registration

Once your company name is approved, ACRA requires the following documents for the company registration process:

• Company Constitution: This is previously known as Articles of Association. You can either utilize the standard Singapore constitution template made available by ACRA, or the professional person house y'all engage would exist able to draft ane and advise appropriately.

• Shareholders' identification and residential address details

• Each appointed director needs to sign a Signed Consent to Act equally a Manager.

• An appointed visitor secretary needs to sign a Signed Consent to Act every bit Company Secretary.

If you register your Singapore company through a CSP or Corporate Service Provider (in this instance, Piloto Asia), they will ask you to provide the post-obit additional supporting documents as part of the KYC or Know Your Client due diligence.

For Individual Shareholders

Beneath are required for company officers and benign shareholders.

• Proof of Identification: Passport Copy or NRIC

• Residential Address Proof: Any certificate that has your proper noun and accost on it. These tin exist utility bills, taxation notices, and contractual agreements.

• Professional Background: Y'all can submit either a Curriculum Vitae (CV) or a link to your LinkedIn profile

For Corporate Shareholders

There may be additional documents required depending on the individual CSP'due south internal procedures. For Piloto Asia, we verify the following documents:

• Parent company'southward Certificate of Incorporation

• Memorandum and Manufactures of Association

• Company Extract (which is a BizFile equivalent) which contains the essential information such every bit company proper name, address, business registration number, and other pertinent information like shareholders and directors, paid-upwards capital and business activities etc.

• Proof of business of Parent company. Practiced examples are recent invoices, fiscal statements, contracts, or nib of ladings.

• A power of attorney (POA) issued by Parent Company to authorize corresponding personnel to sign and execute on documents pertaining to the Singapore entity

• Identity proof of Ultimate Beneficial Owner (UBO), e.g. passport and residential address checks

Please accept annotation that there might be other supporting documents required considering information technology varies from CSP to CSP. These forms will need to be in English. If the forms are foreign, they'll need to be officially translated.

Step 3 - Register your business with ACRA (the Singapore Company Registrar)

After the name is canonical and one time the documents are prepared, a new visitor tin can register officially with ACRA. This pace can be done online and finished in an hour or less.

Some company registrations may need to exist referred to other government authorities for further vetting in rare cases. If ACRA does additional vetting, and then it may take a few weeks.

How Will I Know that My Singapore Visitor Is Registered?

Once your Singapore company is successfully registered, ACRA volition email you or the Registered Filing Agent y'all hired with the following data:

• Business Contour

• Certificate of Incorporation (COI)

The e-mail notification for the company business profile and incorporation will be enough to help you carry out contractual and legal transactions in Singapore. It includes corporate depository financial institution account opening, signing function leases, and even subscribing to telephone and Internet services, to proper name a few.

And so at that place are other items and documents that you need to fulfil once your Singapore visitor registration is consummate.

You'll need to result share certificates for each of the shareholders and a share register that lets ACRA know how much shares are allotted to these shareholders.

Business Contour

In a separate e-mail, yous get a copy of your Business concern Profile, or BizFile. You lot get your get-go copy of the BizFile in PDF format for free. Additional copies volition cost you Due south$5.50 and made bachelor an 60 minutes later the request has been made.

This PDF file will contain pertinent information such equally:

• Your Singapore Company name

• Previous names for the visitor, if any

• Company registration number (i.due east. UEN)

• Registered part address

• Primary Activities

• Paid-upwards uppercase

• Directors and Shareholders details

• Company Secretary details, and much more than.

Related Article: What is ACRA BizFile and Why Yous Need It

Certificate of Incorporation (COI)

Certificate of Incorporation (COI) is the PDF file of the e-mail you become from ACRA that lets you know your company is registered. The email contains the following of import information:

• Company Name

• Unique Entity Number (UEN) which is equivalent to your company's registration number

• Appointment of Company Registration

You lot won't be receiving difficult copies of this certification automatically. This requires an online request to ACRA once company registration is complete. It volition price you Southward$100 per copy and is available afterwards the request has been candy.

What Should I Practise After a Successful Singapore Company Registration?

Once you have successfully registered your company in Singapore, information technology is time to take a look at what more than work needs to be done.

1. Corporate Bank Account - A banking company account will help y'all manage your finances and keep rail of every transaction.  Many of the Singaporean banks will require the company principals' physical presence as part of the corporate bank account opening process.

   If you are a greenhorn (regardless if you lot're the business organisation owner or represent a foreign visitor) and cannot visit Singapore, discover a depository financial institution without this requirement. Piloto Asia can also help yous open up a corporate bank business relationship right here in Singapore.

2. Business organization Licenses - To carry out business activities, you need to secure business licenses. These will vary depending on the kind of business you lot're engaged in. Remember, you're simply registering your company and volition not include permits and licenses. Those are individual requirements coming from independent government agencies in Singapore.

   Restaurants, educational institutions, travel agencies, export/import companies, and financial services volition need one or more business organization licenses and several permits.

3. GST Registration - Then you'll likewise demand to register for GST or the Goods and Services Taxation if your projected almanac acquirement exceeds S$1 one thousand thousand. You lot can read up more nigh our Singapore GST guide right here.

Tin can Foreigners Annals a Visitor in Singapore? Volition They Own 100% Equity of the Company?

1 important question we get here at Piloto Asia is this:

"Are foreigners immune to register their companies in Singapore? If so, will they own 100% of the equity?

The answer to both of these questions is YES!"

A foreigner or foreign business concern entity can be shareholders of a Singapore visitor. Foreigners tin also class companies in Singapore without having to relocate to the country for this purpose. They can operate the country from overseas. But if they choose to relocate, they need to obtain a Singapore immigration pass. The company incorporated in Singapore then becomes an offshore company because information technology operates in a jurisdiction exterior where the beneficial possessor resides.

How Tin Foreigners Register a Company in Singapore?

Foreigners can enjoy a hassle-free procedure of registering their visitor here in Singapore without having to worry almost red tapes and corruption.

Like a typical visitor, you just need to decide what type of legal entities you need to register. This can exist done via ACRA'due south online portal. But to utilize the portal, y'all'll need a SingPass.

Annotation that the SingPass is just issued to Singapore nationals (can also be a Singapore permanent resident), so foreigners will need to work with a Corporate Service Provider (also known as Registered Filing Agent RFA). In this instance, Piloto Asia will be more than happy to assist international concern owners looking to register and start a business organisation here. From there, foreigners will have two options on how to operate their company right hither in Singapore.

1) Running the Concern While Staying in Singapore

If you decide to motility to Singapore to start your business concern, you need to hire Registered Filing Agent to brainstorm the process. This involves working with corporate service providers, police firms, accounting firms and even clearing service providers.

You'll also accept to obtain an Employment Pass or EntrePass, which will allow you lot to acquit business organization action in Singapore as a foreign entrepreneur. All other requirements for registering the visitor are still the aforementioned.

ii) Running the Singapore Companies from Overseas

They can run their Singapore company from overseas. This means that they can stay abroad and deport any business activity in Singapore from there. If they make up one's mind to do this, they need to appoint at to the lowest degree 1 Managing director who's a Singapore citizen. All other requirements for incorporation are the same as setting up a local company.

Piloto Asia can help you with the following:

1. We tin act as your local director to help you gear up your business. Our part every bit a nominee director is just to help you encounter the regulatory requirement. Piloto Asia and the nominee director will not involve in your twenty-four hours-to-day operation.

2. We can also assistance you meet the requirements for incorporating your company and acquire the necessary permits and licenses.

Types of Business Entities in Singapore

When it comes to your new company formation, the most significant decision you lot'll always brand is to what type of concern structure (or legal entity, if you will) y'all choose for the company. Your decision can affect various aspects of the business, ranging from tax rates to credibility to liability.

Each business structure will have its own pros and cons, and so it'due south upwards to you lot to determine which one volition meet your needs.

Private Limited Company

Piloto Asia recommends companies to annals as a private limited company. A Pte Ltd company is an LLC (limited liability company) where shares are held past 50 individuals or less. These shares cannot be publicly traded and are only available to other members of the company.

Most of the privately incorporated companies are registered as Pte Ltd, including us Piloto Asia. Shareholders of the company can be individuals or corporate entities, or a mix of both.

Pte Ltd company is also the ideal choice considering of its flexibility, robustness, and scalability.

Sole Proprietorship

A sole proprietorship is the simplest class of business structure, but as well the riskiest, in Singapore. From a legal standpoint, a sole proprietorship is not equivalent to a separately incorporated business entity, meaning the owner and business are treated equally.

The owner owns all the assets and liabilities of his or her business organization. There are no forms of protection offered to personal avails from various business concern liabilities and risks.

What this ways is that because you lot're registered equally a sole proprietor, your liability is unlimited. If the owner can't pay the business concern debt incurred, the creditors volition come after your personal avails. Instance creditors include banks, utility providers, suppliers etc.

Simply a lot of entrepreneurs are unaware of this specific fiscal risk. When it comes to registering your Singapore companies, we advise against registering as a sole proprietor unless the company needs to register equally one.

Partnership

A partnership structure addresses the sole proprietorship's limited ability to expand. A partnership is made up of two or more than people who co-own the business and has no legal existence split from the partner, significant a partnership can be dissolved through death, retirement, and incapacity of a partner, and insolvency.

Like sole proprietorship, partnerships are ideal but for specific situations.

In Singapore, in that location are three types of partnerships:

one - General partnership

A general partnership is formed by a minimum of ii persons and a max of twenty persons. Partners pay their revenue enhancement equally personal income revenue enhancement based on the share of income from their partnership.

Similar sole proprietorship, partners have unlimited liability, then personal assets aren't protected in debts and insolvency cases. Partners can be held liable for the actions of the other partners.

2 - Limited Partnership

A limited partnership is an alternative form of the full general partnership structure. The express partners' liabilities are limited to their initial investment in the partnership, be it upper-case letter or holding. But limited partners cannot participate in the business direction process. This makes it difficult for companies similar us to recommend to our clients.

3 - Limited Liability Partnership

LLP or limited liability partnership is a more recent and more advanced form of partnership than Express Partnership and General Partnership.

Every bit LLP, owners have the flexibility of operating every bit a partnership but also enjoying the benefits of a corporate construction like a Pte Ltd. Like the other partnerships, LLP requires at least two partners at all times during the concern is in operation.

LLP's are meant for professional service providers such as accountants, architects, and law firms where 2 or more professionals build a articulation practice in their field. When you register as an LLP, ACRA might require additional vetting from other agencies before your visitor is registered.

Public Limited Company

A public express company is another form of LLC, simply they may offer their shares to the public instead of a private limited company. They'll also need at least 50 shareholders to start with. They are also field of study to closer scrutiny past the Singapore regime considering they're involved with raising funds from the public.

Public limited companies are also listed on the stock exchange when they meet the requirements and want to exercise then. A PLC is exterior the scope of our services since the PLC structure is for large businesses.

Public Visitor Express by Guarantee

A public company limited by guarantee is another type of business structure that is meant for not-profit organizations.

Foreign Company Registration Options

If a foreign company wants to prepare upwards their business in Singapore, they can have the option of registering as a Singapore subsidiary office, representative office, and co-operative part.

1. Subsidiary Visitor: Registering as a subsidiary visitor ways that the company takes upwardly a individual limited company structure in Singapore, and the parent company is its shareholder. For small and medium-sized foreign companies, a Singapore subsidiary company is the ideal choice for company registration.

2. Branch Office: Co-operative office is the extension of the parent company. Because information technology's not a dissever legal identity, this means that the branch role's liability extends to the parent visitor.

3. Representative Office: A representative office registered in Singapore means that it'south in the land for a temporary organisation for conducting marketplace research activities. It does not have any legal status in Singapore and cannot engage in any activities that yield profit.

Related Commodity: Overview of Common Singapore Business Structures

What Factors Tin Affect Your Determination in Selecting a Business Structure?

Every bit an aspiring business organisation possessor in Singapore, y'all might have this question: what type of construction does your business need?

Well, your business structure will depend on the following factors.

Number of Owners, Partners, and Members

If you lot intend to be a sole proprietor, so registering every bit a sole proprietorship can be benign. You, and only you, are in charge of making the business organization decisions.

If you plan to build your company around two or more professionals, you can annals as an LLP.

If you lot're a grouping of one to 50 individuals who ain function of the capital of a business at limited take chances, then y'all can benefit from registering equally a private limited company.

Initial Investment

Starting as a sole proprietorship is possible for you even if you plan to catechumen to a private limited company. It is an choice provided to you by the ACRA, so you don't have to worry nigh establishing the structure when y'all register the business organisation.

Liability

The business structure will dictate your company'southward liability. In this case, a sole proprietorship and members in an LLP's liabilities are unlimited. Their assets are also at risk. For shareholders in a Pte Ltd, their liability is express to the investments in their shares. Their assets are safe.

Income Tax Rates

A private limited company pays corporate taxes upward to 17% on its taxable income. Owners and shareholders don't demand to pay it.

Sole proprietors and partnerships will have to pay a personal income tax of upwards to 22% on their business organisation income.

Funding and Majuscule for Expansion

If you lot're looking to aggrandize onetime soon, structuring as a private limited company gives you lot more credibility. It's easier to navigate banks and fiscal institutes' hierarchy when your business organization is a Individual Limited Visitor.

The credibility of businesses registered as sole proprietorships or partnerships volition depend entirely on their members, making it difficult to secure capital for growth.

Why Should Y'all Set Upwards a Individual Limited Company (Pte Ltd)?

Unless specified by our clients, Piloto Asia recommends registering as a Pte Ltd because of the numerous benefits information technology can bask.

Separate Legal Entity

A Private Express Company is a separate legal entity. This means that the liability of a PLC is separate from its shareholders and directors. This means that PLCs can become into contractual transactions and carry out activities such as acquiring assets. They can also sue or be sued under the company's proper noun.

Ease of Upper-case letter Raising

Private express companies detect it easier to heighten uppercase to aggrandize the visitor or bring in new shareholders or past issuing more shares to the existing shareholders.

Investors are more likely to buy shares from a visitor where there is a separation between business organisation assets and personal assets. Banks in Singapore also prefer to lend money to limited companies than whatever of the other business structures.

Private Limited Companies and Its Shareholders Relish Limited Liability

Pte Ltd's shareholders' liability is based on the agreed corporeality that they contributed to the company's capital. In other words, the more capital a shareholder invested, the more liable they are for the company. Information technology also goes the aforementioned way for debts. A shareholder's contribution to the debt liability is higher if their invested capital is fifty-fifty higher.

Ease of Transfer of Ownership

You can as well transfer buying of the company, be it partial or whole, without having to disrupt your operations or going through intense legal proceedings. The company's ownership tin can be transferred past selling all of, or part of, the possessor'south full shares. Issuing new shares to new shareholders, or electric current shareholders, is also one way of transferring ownership when you annals every bit a PLC.

Guaranteed Perpetual Succession

In the upshot of a resignation, insolvency, incapacity, or the untimely demise of a shareholder, a private company's existence volition continue through the ease of transfer of shares or the ease of changes made between shareholders, thereby guaranteeing continuation in perpetuity.

Private Express Companies Have a More than Credible Prototype

Individual limited companies have a ameliorate image than sole proprietorships or partnerships. This makes yous attractive for investors besides. Your business concern is also more probable to be taken seriously by bankers, suppliers, clients, and other professionals.

Bask Taxation Benefits and Incentives

Private limited companies in Singapore are very efficient tax entities. They enjoy a corporate tax rate of 9% for profits up to S$300,000 and is capped at 17% if it'due south higher than South$300,000.

Pte Ltds as well have advantage of Singapore's single-tier tax policy, meaning that in one case income is taxed at a corporate level, dividends are shared and distributed to the shareholders tax-free.

Related Article: Singapore Corporate Tax Guide

Closing

At that place y'all have information technology. That's everything you need to know and more on how to register a company in Singapore.

If you plan to set up a company, you may cheque out our Singapore Company Incorporation services for reference. If you need further communication, Piloto Asia will be more happy to answer all of your questions regarding Singapore company registration, hiring company secretaries, Taxation matters and more.

Incorporation

Jan 3, 2022

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How To Register A Company In Singapore,

Source: https://www.pilotoasia.com/guide/singapore-company-registration

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