Singapore - the Best Place for Business
Considering setting up a company in Singapore? Well you are in the good company of over 120,000 who choose to do so every year. Singapore is a bustling hub for conducting and starting businesses, with various innovative minds coming together to form their own Singapore companies.
Regardless of whether you are a local or foreigner, Singapore is an amazing place to incorporate your business – just ask the World Bank, who has ranked Singapore Top 3 for ease of doing business for the last decade (USA is 6th, China is 31st and India is 63rd).
Why is Singapore so amazing? Well by incorporating a company in Singapore, you benefit from numerous advantages as long as you comply with the regulations set in the Singapore Companies Act.
- Low Corporate Tax and 0% Dividend / Capital Gains Tax
- Easy Access to Global Financial Systems
- Potentially Free Money from the Government – Yes Really
What This Ultimate Guide Will Cover
In this ultimate guide, we will lay out the A-Z of registering a company in Singapore in the most comprehensive yet concise manner. This guide specifically addresses the setting up of a Singapore Private Limited Company, which is the optimal business structure for 95% of businesses.
Here is what we will cover in this guide:
- Requirements for Singapore company registration process
- Documents required before you start your company incorporation journey
- Costs & Time Taken to Register a Company
- Step 1: Getting your Company’s Name Approved
- Step 2: Registering your Company with the Approved Name
- Step 3: Obtaining the Documentary Proof
- Step 4: Get your All-in-One Singapore CorpPass account to transact online
- Life After Incorporation: Getting bank accounts, work visas, etc.
- Life After Incorporation: Annual Filings Costs of keeping a company registered
6 Requirements for Starting a Company in Singapore
Singapore has one of the shortest lists of requirements in the world for starting a company. There are just 6 requirements, all of which may be fulfilled with assistance from a business services firm like WealthBridge. There are 2 relatively easy requirements that anyone can submit, 2 that require some thought, and 2 that you may need assistance in.
The Accounting and Corporate Regulatory Authority (ACRA) oversees all registrations, and all Singapore companies must abide by the rules and regulations set in the Singapore Companies Act for all their business activities.
The 2 Easy Requirements
- Company Name: Your company will, naturally, need a name. The name needs to be approved by the Accounting and Corporate Regulatory Authority (ACRA), but as long as the name is unique and legal, you have a high chance of having it approved.
- Registered Address: Your company will need an address for the government to send you mail. You can use any physical office address you own or rent, but if you don’t have one, you can easily sign up for a registered address service for around S$100/year.
The 2 Requirements that Require Some Thought
- Share Capital: The minimum paid up capital a company requires is S$1, and companies can increase this share capital anytime by injection of additional capital. However, we typically recommend incorporating with a higher amount than the minimum. We cover this more in our in-depth guide linked at the end of this section.
- Share Allocation: Your company will need to declare its ownership. You need to decide how many shares to issue (e.g. 100 shares), and how it will be distributed to the various shareholders of your company. Not sure how many shares to issue and how to do the split? Read our in-depth guide at the end of this section.
The 2 Requirements that You May Need Help
- Directors: Both Singapore-resident and foreign-resident persons can be directors of a Singapore company. Corporate directors are not permitted. A company must have at least one Singapore-resident director as required by the Accounting and Corporate Regulatory Authority.
This is typically not a problem for locals, but if you are a foreigner, you may need help finding a local Nominee Director – someone who has no authority over the business but is listed as a Director to fulfill the requirement of having at least one local director.
- Company Secretary: A company must appoint a qualified company secretary within 6 months of incorporation. The company secretary must also be a natural person and a resident of Singapore. Most people who start companies are entrepreneurs, who may not know all the rules around what they need to file, and when they need to file it.
Hence, companies are required to appoint a Company Secretary who is qualified and familiar with this. Fortunately, this doesn’t have to be costly. For example, our Company Secretary Service starts at just S$250 a year.
Documents Required for Incorporation
At this point, you should have checked that you have met all the 6 requirements for incorporation. As you start your incorporation process, the government may require that you show proof that you have met their requirements. On top of that, you will need a company constitution.
Requirements that Don’t Need Proof:
- Company Name: No proof needed, you’ll get apply for approval which we’ll cover later.
- Share Capital: Because this number can be changed at will after incorporation, the government does not require proof of this at the point of incorporation – you will however have to make sure this is accurate on your balance sheet down the line when you file your annual taxes
Requirements that Need Proof:
- Registered Address: You should have either a confirmation from a registered address provider, or a lease agreement to prove that you are not using an address that you don’t have rights to
- Company Secretary: You need a “Signed Consent to Act as Company Secretary” to appoint your Company Secretary. Your Company Secretary Service should be able to provide you with one.
- Share Allocation (Shareholders): Due to global anti-money laundering regulations, the government requires each shareholder to provide
a. Identity Proof Documents
b. Address Proof Documents
c. Declaration of shareholders’ particulars (if you have a Corporate Secretary, they can take care of this for you)
- Directors: Due to global anti-money laundering regulations, the government requires each shareholder to provide
a. Identity Proof Documents
b. Address Proof Documents
c. Declaration of directors’ particulars (if you have a Corporate Secretary, they can take care of this for you)
d. Signed Consent to Act as a Director for each director (if you have a Corporate Secretary, they can take care of this for you)
One Additional Document: Company Constitution
The last document you need is the company constitution, also known as articles of incorporation. This lays out the rules and regulations governing your company. For 99% of our clients, they would just use the default one provided by ACRA, in which case you don’t need to prepare anything
Costs & Time Taken to Register a Company
With all the requirements fulfilled and documents prepared, you are ready to incorporate! Just so you go into this fully aware of the costs, here are the costs that you have to pay to ACRA (the Accounting Regulatory Authority of Singapore) to get your company registered.
- Applying for Company Name Approval will cost $15 and will take 30 minutes
- Full Company Registration will cost $300 and will take 45 minutes
- Obtaining Incorporation Proof is free of charge and takes 5 minutes.
At this point, we’d like to share with you a little a secret – we can do all of this for you for free! If you appoint us as your company secretary (which you require anyway, and which we have one of the market lowest rates for), we’ll advise you on the documents and do the incorporation for you completely free of charge! You’ll still pay these government fees, but we’ll get everything signed, sealed and delivered at no cost to you.
Step 1: Getting your Company’s Name Approved
Before registering, all Singapore companies must first have their name approved by ACRA. The name approval is a simple online procedure and the company name is subject to the following guidelines:
- The name cannot be identical to an existing business in Singapore
- The name must not infringe on any trademarks
- The name cannot be obscene or vulgar
- The name must not have been reserved by another company
We’ve gone through hundreds of name approvals. 99% come back under an hour, but for the 1%, the name gets sent for review and takes a few weeks. Typically, that is because the name contains regulated business words such as “finance”, “legal”, “law”, “broker” or “school”. In these cases, the name gets referred to a government agency for further review, which can delay the process for a few weeks!
Once approved, a Singapore company can reserve the name for up to 120 days. If it does not incorporate the name within that period, the name is released and can be reserved by another person. You can check for availability of a company name using the company name search tool.
Step 2: Registering your Company with the Approved Name
Once the name is approved, you can use it to register your new company! To incorporate the company on ACRA, you will be directed to fill out a guided form in ACRA. If you have prepared all the documents from the previous sections of the guide, this is just some simple form filling. Here are the broad sections you will have to fill out:
- Basic Company Details: This covers your company name and address
- Share Details: This covers the number of shares you would like to issue in total, the currency of those shares, and the persons / entities that will be holding those shares
- Director Details: This covers the directors and their details. Remember, one of them needs to be a Singapore Resident!
- Secretary Details: This is where you appoint your company secretary. He / she will keep you on track for your filings!
- Company Constitution Details: Most people use the default constitution as mentioned above, but if you have your own, you can upload it here. Also important, if you are using the default constitution, don’t forget to download a copy for your copy here – if you don’t and want it later, ACRA will charge you for another copy.
Step 3: Obtaining the Documentary Proof
Congratulations! You now officially have your company. Before we ride off into the sunset, don’t forget to grab your company business profile. Your company business profile is the document that you need to prove your company is a valid entity.
This document contains key information about your company like the company registration number, directors, shareholders, paid up capital etc. and is the main document that your clients, suppliers, and even the bank will ask for as proof of your company.
When your business is first incorporated, ACRA will send it to you in an email. If you don’t download it within 7 days ACRA will make you pay $5 to get it again later. Singapore companies are recommended to secure their incorporation documents, and store them for safekeeping, and future reference.
Many people get excited that they are done with the incorporation and miss this step. Later on, when asked to send over proof of incorporation, they then go back to download the document only to realize it has expired, and that they have to pay for another one.
At this point, many people also ask about the fact that ACRA has this “certificate of incorporation” that you can pay $50 for. This is not necessary for any business transactions in Singapore – the business profile (BizProfile) is typically sufficient.
Step 4: Get your All-in-One Singapore CorpPass account to transact online
Singapore is big on digitization, and it is no different when it comes to digitizing corporate transactions. The CorpPass is essentially your passport to all of Singapore’s digital services. You need it to file taxes, to apply for licenses, to change your company name – essentially to do anything with the company.
Thankfully, setting up the CorpPass is simple. As long as you are one of the local Directors, you can:
- Go ahead to https://www.corppass.gov.sg and select “Register as CorpPass Admin”
- Complete the registration process – because you are registered with ACRA as a Director, you will automatically be recognized as authorized to setup CorpPass and an account will be created for you
- Go on ahead and then select the government services you need, and you should be able to use CorpPass to login to all of them!
The process is slightly different if you are not a local director. In these cases, your local director has to do the above steps, then add you as a team member with admin rights. That is the only difference.
Life After Incorporation: Getting Bank Accounts, Work Visas, etc.
Now that your company has been incorporated, you will need to get a corporate bank account. We have worked with all major banks in Singapore, and if you incorporate with us, we can recommend you the best bank for your needs.
If you are a foreigner or are bringing in staff from your home country to Singapore, you might benefit from our guide on the various types of work passes for Singapore and their requirements. Again, this can be somewhat complex, so do feel free to reach out to us on applying for a visa if you need help.
Life After Incorporation: Annual Filings and Costs of keeping a company registered
As you operate as a Singapore company, just like in any other jurisdiction, there will come a time when you have to file things with the government. Some places have federal tax, then state tax, then many other filings. Thankfully, Singapore only has 2 things you have to file annually.
- Annual Filing with ACRA: Here, file your annual AGM. The first AGM has to be filed within 18 months, and then every 12 months thereafter. If you have a corporate secretary, you don’t have to worry about this as it is included, and they will prepare all the documents for you.
- Annual Tax Filing with IRAS: Every year, you will have to file and pay your taxes. Filing tax is free – it would be an insult to injury to make you pay for the right to file and pay taxes. However, there are ways to optimize and file your tax payables, so if you would want some advice with tax filing, we can assist you.
WealthBridge is one of the top corporate service providers in Singapore, and we make company registration a breeze with our wide line of business services from documentation and filing of requirements, to accounting and calculating financial statements.
Register a company in Singapore with WealthBridge, and start your firm the right way!