Singapore is one of the world’s leading financial hubs, known for its strong legal system and business-friendly environment. After setting up a company, business owners must manage several important documents. One of the most essential is the Certificate of Incorporation.
It is sometimes described as a company’s birth certificate, and it proves that your business is legally registered and recognised by the Singapore government. This guide explains what the Certification of Incorporation is, as well as how it differs from other registration documents and why your business needs it.
What is a Certificate of Incorporation?
A Certificate of Incorporation is an official document issued by the Accounting and Corporate Regulatory Authority (ACRA). It confirms that a company has been successfully registered under the Companies Act 1967.
In the past, this certificate was issued as a physical document. Today, ACRA mainly provides it in electronic form. Although some people still call it a “business registration certificate,” the correct legal term for companies limited by shares is Certificate of Incorporation.
Once issued, the certificate shows that the company is a separate legal entity. Meaning, the company can own property, sign contracts, and take legal action in its own name – separate from its directors and shareholders.
Notice of Incorporation vs. Certificate of Incorporation
Many emerging business owners get confused between these two documents. Let’s discuss one by one their distinctions over the other.
The Notice of Incorporation
When your company registration is approved, ACRA automatically sends an email to the officers of the company. This email is the Notice of Incorporation. It contains your company name, incorporation date, and its Unique Entity Number (UEN).
This is enough for most local administrative tasks in Singapore.
The Certificate of Incorporation
The certificate is a more formal, ceremonial version of the notice. Unlike the notice, which is sent for free upon registration, the formal certificate must be purchased from ACRA via the BizFile+ portal. It features the official seal of the Registrar and is often required for high-level legal transactions, like banking, legal matters, and overseas transactions.
| Feature | Notice of Incorporation | Certificate of Incorporation |
| Cost | Free | S$50 |
| How you get it | Email from ACRA | Purchased via BizFile+ |
| Format | Email/PDF | Official PDF with seal |
| Common use | General reference, tax setup | Banking, international use |
Key Information Contained in the Document
An ACRA-issued certificate is concise but contains vital data points that uniquely identify your business.
- Company Name
- Unique Entity Number or UEN
- Company Type
- Date of Incorporation
- Registrar’s Signature
Why Do You Need a Certificate of Incorporation?
You might wonder why you need to purchase a formal certificate if you already have the Notice of Incorporation. Here is why a Certificate of Incorporation is needed:
Opening a Corporate Bank Account
Banks in Singapore and overseas follow strict KYC or Know Your Customer protocols. Most banks require the official certificate as proof that your company legally exists. The email notice alone is usually not accepted.
Attracting Investors and Venture Capital
If you are raising a seed round or seeking Series A funding, investors and venture capital firms conduct thorough checks before funding a company. They will ask for the Certificate of Incorporation to confirm that your business is properly registered and compliant with Singapore laws.
International Expansion and Trade
If you plan to open a branch or do business overseas like in London, New York, or Hong Kong, foreign authorities often require your incorporation documents. In many cases, the certificate must also be notarised or by the relevant Singapore authorities.
Entering Large-Scale Contracts
When signing a lease for a commercial office space or entering a high-value supply contract, the counterparty’s legal team will usually request a copy of your certificate to verify that the person signing the contract has the legal authority to bind a validly existing company.
How to Obtain Your Certificate In Specific Steps
If you did not purchase a certificate during your initial registration, you can obtain one at any time through the following steps:
- Visit the ACRA BizFile+ portal and log in using your Singpass.
- Enter your company name or UEN in the search bar.
- Navigate to the ‘Buy Information’ section.
- Look for ‘Certificate of Incorporation’ (Electronic).
- Pay the S$50 fee via credit card or digital payment.
- Once the transaction is complete, a download link will be sent to your registered email, usually within minutes.
Essential Related Documents
To have a complete corporate secretarial file, the certificate should not sit alone. You should also be familiar with:
The Business Profile (BizFile)
This is a multi-page document that provides a snapshot of the company’s current status. While the certificate proves you were born, the BizFile proves who your current directors are, who the shareholders are, and what your paid-up capital looks like.
Certificate of Good Standing
While a certificate of incorporation proves the company was formed, it does not prove the company is still active. A certificate of good standing is a separate document issued by ACRA. It confirms that the company has stayed up to date with its annual filings and is not in the process of being struck off the register.
This is often requested by banks every few years to make sure that the company is still compliant.
The Constitution
Formerly known as the Memorandum and Articles of Association (MAA), this document outlines the rules for how the company is governed, including how directors are appointed and how shares are transferred.
Maintaining Your Company’s Status
The validity of your certificate of incorporation is tied to your company’s compliance. To guarantee that your business remains in good standing, you must:
- Appoint a qualified company secretary within six months of incorporation.
- Lodge an annual return with ACRA every year after your Annual General Meeting.
- Have a physical address in Singapore, not a P.O. box, where official documents can be served.
Failure to meet these requirements can lead to penalties or the eventual striking off of the company.
Frequently Asked Questions
Does the certificate expire?
Technically, no. The date of incorporation never changes. However, banks and government agencies often request a ‘recent’ copy (issued within the last 3 to 6 months) to ensure that the details haven’t changed and the company hasn’t been dissolved.
Can I get a physical hard copy with an embossed seal?
Since 2017, ACRA has moved toward digital-first certificates. You can print the electronic version, and it contains a QR code that third parties can scan to verify its authenticity on the ACRA website.
What if I change my company name?
If you change your company name, ACRA will issue a “Certificate of Incorporation on Change of Name.” This replaces your original certificate as the primary proof of your entity’s current legal name.
Conclusion
The certificate of incorporation is more than just a piece of paper. It is the legal foundation of your business. It allows you to open doors to global banking, secure investments, and establish trust with partners worldwide.
Whether you are calling it a business registration certificate or its formal legal name, just make sure that you have a current, valid copy if you are serious about your business.
Navigating the nuances of ACRA compliance and document procurement can be complex for busy entrepreneurs. Our team provides end-to-end support to help you remain fully compliant and professionally managed from day one of your company incorporation in Singapore.
