Company Incorporation

There are various types of business entities in Singapore, and it is essential to have a clear understanding before registration. Consider which type of business entity suits your needs best. According to the Singapore Companies Act, individuals or entities engaging in commercial activities in Singapore are required to register with the Accounting and Corporate Regulatory Authority (“ACRA”). Detailed information regarding changes in ownership, management, or business partners must be notified to ACRA within stipulated time frame.

Private Limited Company

In Singapore, a private limited company is a common form of business entity. According to the law, the number of shareholders in a private limited company must not exceed 50. This type of company provides limited liability to each shareholder, meaning their personal assets are protected. There is also a special category known as an Exempt Private Company (“EPC”). An EPC can have a maximum of 20 shareholders, and the shares cannot be held by a company. EPCs are required to prepare unaudited financial statements, known as accountant's compilation reports, for submission to Annual General Meetings (AGMs) and filing with the ACRA.

Public Limited Company

When a company has more than 50 shareholders, it must be registered as a public limited company according to Singapore law. Only companies limited by shares are required to register a prospectus with the Monetary Authority of Singapore (MAS) before making a public issue of shares. Public limited companies are subject to comply with several compliance requirements.

Branch Office

Overseas companies can establish branch offices in Singapore, which are considered extensions of the parent company. The parent company has unlimited liability for the branch, which holds legal status in Singapore. The parent company and its branch are treated as a single entity, sharing business activities and legal responsibilities.

Representative Office

A representative office refers to an institution set up by an overseas company in Singapore primarily for market research and assistance work. Representative offices are not allowed to engage in commercial activities or sign contracts. They are established to help companies understand the market and establish connections.

Types of Companies (Differences between Private Limited Companies, Representative Offices, and Branch Offices)

Company Registration Process

1)

Registration Form

Fill out the registration application form and KYC form [Including: company name, registered address, main business scope, registered capital, directors, shareholders]

2)

Contract Sign

Sign the contract and make the payment per invoice.

3)

Company Name Review

Company name review [The company name can include words like "Singapore," "Group," etc., but cannot contain sensitive words]

4)

Register & Establishment

Registration and establishment [After online submission or witnessing the signature at the office, approval from ACRA may be obtained on the same day. If further manual review is required, the official response on the company registration may take within 14-60 days]

Once the company is successfully registered and receives the Company Registration Number (UEN), the following can be done:

Assist with bank account opening procedures [It takes about 4-6 weeks to obtain the company's bank account and inject capital. And after receiving the online banking and cipher device in about 2 weeks, you can activate the account]

It is expected to take about 3 working days to prepare the company seal and company document package.

The company document package and seal will be couriered to the address designated by the customer.

Company Name & Suffix

Singapore Company Name Availability Check , Singapore company registered name query

Before proceeding with company registration, the first step is to check if the chosen company name is available for use. Usually, the suffix for Singapore company names is Pte. Ltd. unless it is a public limited company, in which case the term "Limited" is used at the end of the Company name.

How to Determine the Eligibility of the Company Name for Registration

Typically, if there are no companies with the same name as the selected company, the application will usually be approved within a day or a few hours. However, if a Singapore company name contains professional terms or sensitive words, the name will be submitted to the relevant Singapore regulatory authorities for review. In this case, the Singapore company name review may take 14 days to 2 months.

Directors/Local Directors & Shareholders

Company Directors/Local Directors

One of the requirements for directors of a Singapore company must be natural persons aged 18 and above. A director need not be a shareholder. The board of directors can consist of one or more directors, but it must include at least one local director (a Singapore permanent resident, citizen, or holder of Singapore EntrePass). Directors are primarily responsible for managing the company.

Shareholders or Company shareholders

There are no restrictions on the composition of shareholders in a Singapore company; they can be natural persons or other companies unless it is an EPC. Singapore's company law does not specify any limits on the shareholding percentage for foreign individuals or foreign companies in Singaporean companies. Natural person shareholders can also simultaneously serve as directors of the company.

Registered address

A Singapore company must provide a registered address located in Singapore; the operational and correspondence addresses can be different from the registered address.

Business Scope

When selecting the primary business activities, it must be chosen according to the Singapore Standard Industrial Classification (SSIC CODE). The company must select at least one primary business activity that accurately represents the main source of its revenue. Additional secondary activities can be chosen simultaneously or added later without any issue.

Financial Year

The financial year refers to the annual period during which a company's financial accounts are prepared. Local companies in Singapore have the freedom to choose the end date of their financial year. In other words, a company can choose any month of the year as the end of its financial year. Typically, the first financial year of a company cannot exceed 18 months, and subsequent financial years are calculated in 12-month periods. Once the end date for the first financial year is determined, no changes can be made within the following 2 financial years.

Registered Share Capital, Registered Capital

The minimum registered share capital of a Singapore company is S$1 with no cap. There are no time restrictions on the paid-up capital to be contributed yet it can be made in stages. During incorporation, any amount of share capital, be it in SGD or other foreign currencies, can be chosen by the company to meet business needs and shareholders' agreements. However, the registered share capital shall be based on the size of the company, its anticipated business needs and financial plan. These factors should be considered by the shareholders in determining the amount of share capital and paid-up capital of the company. The share capital can be raised at any time as the company grows and its funding demands dictate. For locally incorporated Singapore companies with 100% foreign ownership, it is advisable to plan the amount of share capital wisely to enhance smoother operations and growth of the company in the future.