A Guide to Company Registration in Singapore

Overview:

• Introduction to Singapore’s Business Landscape
• Overview of Singapore’s Business-friendly Environment and Economic Stability
• Types of Business Entities
• Step-by-Step Company Registration Process
• Pre-registration Requirements: Eligibility, Permits, and Licences
• Understanding the ACRA’s Role in Company Registration
• Foreign Company Registration in Singapore
• Share Capital
• Distribution of Shares
• Singapore’s Tax System for Corporations
• Work Permits and Employment Passes for Hiring Employees in Singapore
• Ongoing Compliance and Reporting Requirements
• Banking, Funding, and Financial Compliance
• Registering Trademarks in Singapore
• Conclusion
• FAQs on Company Registration in Singapore

Introduction to Singapore’s Business Landscape

Singapore’s bustling business landscape attracts entrepreneurs and companies from around the world for several reasons. One is its stellar business infrastructure that supports enterprise. Another driver is Singapore’s strategic location and trade agreements that provide easy access to regional markets through initiatives like the ASEAN trade agreements. However, the playing field is highly competitive and requires local knowledge. This guide will provide you with key insights and essential information that will make your venture successful in the Southeast Asian hub.

Overview of Singapore’s Business-friendly Environment and Economic Stability

Singapore’s meteoric rise to financial centre represents the success of visionary leadership and pragmatic policymaking. Stability serves as its bedrock and it constructed a thriving pro-business ecosystem fuelling growth for local startups and multinational corporations.

Many reasons, like skilled workforce, advanced infrastructure, and more, continue to entice organisations looking for new markets and business opportunities. It is by no means devoid of competition, but Singapore offers an unparalleled launchpad for entrepreneurs ready to claim their share of the market. 

Key Pillars of the Business Landscape

1. Regulatory Excellence
   At the core of Singapore’s business landscape lies a well-established legal framework and regulatory system promoting transparency and efficiency. The city-state’s commitment to compliance ensures smooth operations and minimal legal complications. For example, Singapore’s Personal Data Protection Act (PDPA) sets stringent guidelines for the collection, use, and disclosure of personal data to safeguard consumer privacy.
2. Strategic Connectivity
   Singapore boasts excellent connectivity through world-class infrastructure, such as Changi Airport and the Port of Singapore. These vital transport hubs facilitate seamless trade and logistics operations, making it an ideal launchpad for businesses wanting to expand regionally.
3. Digital Innovation Hub
   Singapore offers a competitive edge to businesses that embrace technology and digitalisation, being at the forefront of digital innovation. Government initiatives like the Smart Nation and the Digital Economy Framework for Action underscore Singapore’s commitment to technological advancement, providing a conducive business environment.
4. Multicultural Talent Pool
   Singapore provides a distinct advantage to businesses planning to tap into diverse expertise and cultural knowledge with its highly skilled and multicultural workforce. Leading companies such as Google have recognised and harnessed the potential of Singapore’s talent pool by establishing regional headquarters in the country.
5. Collaborative Business Ecosystem
   Collaborating with local businesses is a strategic approach to navigating the business landscape effectively. Forming partnerships with established companies helps you gain access to market insights, networks, and a deeper understanding of local consumer preferences. This facilitates your entry and growth in the market.
6. Innovation and Research Powerhouse
   The innovation ecosystem of Singapore, which comprises research institutes, incubators, and accelerators, fosters cutting-edge technologies and entrepreneurial spirit. Engaging with these institutions means access to advanced technologies, research collaboration opportunities, and participation in an innovation-driven economy.
7. Global Financial Hub
   The city-state’s reputation as a stable and transparent global financial centre makes it an ideal location for businesses that are looking for financial services and solutions. The robust financial ecosystem combined with a strong regulatory framework attracts international investors and businesses that want to manage financial risks and access capital.
8. Cultural Intelligence
   Its multicultural society requires cultural intelligence and an understanding of local customs and business practices. Cultivating respect for the local culture and involving in cross-cultural training is vital for building strong relationships and achieving long-term business success.
9. Market Insights and Trends
   Singapore’s dynamic market is characterised by evolving industry trends and consumer preferences. Staying informed about these developments through industry associations, conferences, and networking events positions your business to remain competitive and identify emerging opportunities.
10. Sustainability and Green Initiatives
    Singapore places a significant emphasis on sustainability and environmental stewardship. Aligning your business strategies with Singapore’s commitment to sustainability (e.g., adopting eco-friendly technologies and embracing circular economy principles) benefits the environment and enhances your brand reputation.

Types of Business Entities

There are five (5) types of business entities, each with its own characteristics, before you can find your answer to the question “How to register a company in Singapore?”.

Sole Proprietorship

A sole proprietorship is a type of business owned and managed by one person, a company, or a limited liability partnership. In this setup, there are no co-owners.

Here’s what you need to know about a sole proprietorship:

• It isn’t a separate legal entity from the owner. This means the business and the owner are seen as the same in the eyes of the law.
• The owner has unlimited liability, which means they are personally responsible for all the debts and losses the business may incur.
• The business can take legal actions, like suing or being sued, using the owner’s name.

Partnership

A partnership is a business owned by at least two partners, who can be individuals, companies, or limited liability partnerships. In a general partnership, the maximum number of partners is usually 20.

However, this rule does not apply to professional partnerships formed for specific professions like engineering, law, or architecture, where the number of partners can be more than 20. These professional partnerships often have special qualifications and can choose to register under the Limited Liability Partnerships Act.

Here’s what you need to know about a partnership:

• It is not a separate legal entity from the owners. The business and the owners are considered together under the law.
• The partners are personally responsible for all the debts and losses of the partnership.
• The partnership can take legal actions, like suing or being sued, using the partners’ names.

Limited Partnership (LP)

A Limited Partnership (LP) is formed by at least two partners: one general partner and one limited partner. The LP does not have its own legal existence, so it cannot own property or take legal actions on its own.

In an LP, an individual or a company can be a general partner or a limited partner. A local manager is not mandatory if all the general partners live outside Singapore.

The key information about LPs is as follows:

1. General Partner is the person responsible for the LP’s actions and is fully liable for its debts. They manage the LP.
2. Limited Partner is limited to their investment. They cannot be held responsible beyond that as long as they do not manage the LP.
3. If no limited partner is registered, the LP’s registration is paused. Once a new limited partner registers, the LP registration is restored.

Regulation 12 is an applicable rule if an LP mainly creates an investment fund managed by a “licensed fund manager.” This manager is licensed to handle investment funds under the Securities and Futures Act.

Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) is a way to do business in Singapore. It is like a mix between a partnership and a private limited company.

Here is what you need to know about LLPs:

1. An LLP is like its own person in the eyes of the law. It is separate from its owners (partners), which means it keeps existing even if partners change.
2. It can take legal actions, own property, use a seal, and do things like a real person or company.
3. Partners are not fully responsible for business debts. They are only personally responsible for their own mistakes, not those of other partners.
4. An LLP needs to keep good financial records and share them with the government.
5. Every year, the LLP says if it can pay its debts or not, and this info is made public.

Company

A company is like a legal person on its own, separate from the people who own it and manage it. In Singapore, there are two main kinds of companies: public and private.

In Choosing the Right Entity

Step-by-Step Company Registration Process

Step 1: Know the Company Registration Requirements

The following are what you need before you can register a company in Singapore:

• Company name approval
• Directors
• Shareholders
• Company secretary
• Paid-up capital
• A business address
• Constitution
• Financial year

Step 2: Choose a Business Name

Select a name that suits the nature of your business activities. After having selected, run it through Bizfile+ to see if it is available. It will be approved within a day except for the reasons below:

• Identical to other registered businesses
• Contains vulgar, obscene, or offensive words or terms
• Its use has been explicitly prohibited by the Ministry of Finance

Step 3: Register the Company Name

After finalising a name for your business, you have to apply for it using BizFile+. The application process costs 15 SGD. After which, you have to wait for its approval. When approved, the name will be saved just for you for 120 days. During this time, you have to complete the process of registering your business or setting up your company. If you fail to do this within 120 days, the name will no longer be saved only for you. Other people might be able to use it.

Sometimes, the authorities might need to check the name you chose. For instance, if your business name has certain words like “architect,” they might ask the Board of Architects Singapore to make sure it is okay. If they approve, you can use the name.

Step 4: Specify the Business Activity

SSIC stands for the Singapore Standard Industrial Classification. It serves as the national standard to categorise the full spectrum of business activities possible for Singapore entities. SSIC is managed by the Department of Statistics and undergoes regular reviews and updates to mirror the country’s evolving economic landscape, emerging business trends, and global standards.

The SSIC code is vital in determining whether your company’s activities are subject to regulation and require a business licence. It also influences your company’s eligibility for grants, tax incentives, and governmental support programs. If your business activity demands a licence, the Accounting and Corporate Regulatory Authority (ACRA) may employ it to direct your application to the relevant licensing department for approval. The Inland Revenue Authority of Singapore (IRAS) employs the SSIC code to ascertain a company’s eligibility for tax incentives.

If you intend to apply for a business licence or seek grants through incentive programs, select the appropriate SSIC code that aligns with the qualifying business activity.

Step 5: Register your Company

After the company name’s been approved, you can now directly register through Bizfile+ or engage a registered filing agent to help you .

For fees, a one-time 300 SGD fee will apply, and you can pay 40 SGD more for each alternate address (this is optional). Usually, your application is approved within 15 minutes after paying the fee. However, it might take 14 to 60 days if it needs extra review.

After your company is registered, you will get a special number called Unique Entity Number (UEN). This number is like your business ID for dealings with the government. You will also receive a free Business Profile via email containing information about your business.

Step 6: Open a Corporate Bank Account

Getting a company bank account is a good idea. Having one helps you a) keep business and personal money separate and b) keep track of your business money for taxes. Banks usually need people in charge and main directors to be in Singapore to sign papers for the account. Some banks might let you sign at their branches abroad or in front of a Notary Public. Some banks also may require supplementary documents on a case-by-case basis.

Step 7: Obtain Special Licences

Some businesses in Singapore require a special licence or permit. Make sure to secure your permit if your business activity is any of the following:

• Bars and restaurants
• Private schools
• Import and export companies
• Travel agencies
• Retailers selling alcoholic beverages
• Wholesalers
• Banks and financial institutions
• Childcare facilities
• Employment agency

Pre-registration Requirements: Eligibility, Permits, and Licences

Checking the Availability of a Company Name

It is best to conduct a preliminary search for identical company names on ACRA before applying for a name approval.

1. Go to https://www.bizfile.gov.sg/.
2. Find ‘Buy Information’ near the bottom of the web page and click ‘Business Profile’.
3. Type your preferred company name in the search bar. There are two ways to do so.
   1. Type in the entire name you want for your company. This will most likely give you no results.
   2. Type in only one word. This will return many results. It is considered as the easiest and most effective way of checking a name’s availability.
   3. You may also check in the other search criteria like Entity Name Starting With and Entity Name Containing, although it may take some time to gather all the companies with the name you searched.

Three Points to Consider When Checking Name Availability

1. Bizfile+ determines the availability during the actual name registration process. The steps outlined above provide an approximate indication of its availability, but the final confirmation occurs when you initiate the booking process.
2. Single-word company names can be difficult to acquire unless they are distinct or altered. For example, securing “Biz Niz Pte Ltd” would be more difficult to get compared to “Biz Biz Consulting Pte Ltd.” In contrast, acquiring names like “Biz Niz Consulting Solutions” would be simpler, but usually, it is advisable to go for a company name comprising at least two words.
3. Some corporate services providers have tools to assess company name availability. These tools procure lists of company names from specific websites, but they lack reliability as they often source data from outdated websites. If a particular company name has been recently registered, it might not appear in these tools and give you the information that it is available for use.

Appointing Directors, Shareholders, and Company Secretary

You must appoint a secretary and at least one director. You will need the personal particulars and contact information of your appointed officers before submitting your application for company incorporation, including:

• National Registration Identity Card (NRIC) and full name
• Nationality
• Telephone number and email address
• Residential address

The company officers include the following:

1. Director
   A company director manages the affairs of the company. They steer the company’s course and make important decisions. They have to keep good records, prepare financial statements, and comply with corporate filings.
   It is their job to do what is best for the company and use their power honestly. If they don’t, they might have to pay a fine of up to 5,000 SGD or even go to jail for two years. In some cases, they could be banned from being a director for five years.
   A company director is:
    – A Singapore citizen, permanent resident or an EntrePass/employment pass holder
    – At least 18 years old
    – Fully, legally capable
    – Not an undischarged bankrupt
2. Company Secretary
   Your company needs to choose a company secretary within six months from its creation. This role cannot stay empty for more than six months; otherwise, the director/s might be fined up to 1,000 SGD.
   The company secretary takes care of managing the company’s affairs. They also make sure that all directors and shareholders know their legal duties, like submitting yearly reports.
   The secretary’s tasks can change depending on what the company needs. Here are some examples:
     a. Keep the company’s records and meeting notes up-to-date.
     b. Manage, attend, and prepare minutes for meetings with directors and shareholders.
     c. Remind company directors about deadlines for yearly reports and other documents needed by ACRA.
     d. Inform directors and shareholders about important changes in business rules.
   A company secretary must be:
     – a natural person
     – a local resident
3. Auditor
   If your company is not excluded from audit needs as per the applicable sections of the Companies Act, you must select an auditor within three months from the incorporation date.
4. Chief Executive Officer
   A company has the option to designate a chief executive officer (CEO) to handle and supervise either the entire or specific aspects of the business. If a CEO is chosen, it is obligatory to submit their personal details to ACRA.
5. Managing director
   Your company also has the freedom to select a managing director from its board of directors, who will be responsible for the company’s daily activities. Registering the appointment of a managing director with ACRA is not mandatory.

Drafting the Company’s Constitution (Memorandum and Articles of Association)

A company is obligated to establish a constitution upon incorporation. If necessary, this can be later modified following the appropriate procedure. The Singapore Companies Act does not specify the exact provisions to be included in a constitution, but any clauses within the company’s constitution that contradict or infringe upon the regulations outlined in the Act are not legally enforceable.

Primarily, the constitution encompasses a range of regulations pertaining to the company’s internal administration. The Companies Act designates the following sections as obligatory components of a constitution.

1. Name Clause
   This provision outlines the approved name of the Singapore company, as sanctioned by ACRA. The company must consistently use this name for all business activities and official documentation.
2. Registered Office Clause
   This section specifies the company’s registered office address. The company maintains important documents like statutory registers and meeting minutes at this registered office location.
3. Liability Clause
   This clause is an integral component of the constitution. The company is required to define the scope of liability held by its members. This clarifies the stance of members and their accountability in the event of the company’s dissolution.
   1. For companies adopting a guarantee-based limited liability, a declaration outlining members’ responsibility to contribute up to a specified amount during winding up is necessary.
   2. For companies without liability limits, an affirmation of members’ unrestricted liability is obligatory.
   3. For unlimited liability or guarantee-based companies, the number of its members during the registration application stage needs to be stated.
4. Subscriber Clause
   This section must provide:
   1. Details of the subscribers, including their complete names, addresses, and occupations
   2. The number of shares that each subscriber commits to acquiring within the company’s capital
5. Rules and regulations
   Beyond the essential clauses mentioned, a standard constitution also lists rules that outline the operational framework of the company. These regulations will guide the important decisions the company makes. This segment of the constitution functions as the company’s operational guidebook and can be framed at its own discretion.

The Company Constitution is just the merging of Memorandum and Articles of Association. Memorandum of Association is the document containing the name clause down to the subscriber clause, while the Articles of Association emphasise the company’s administrative regulations.

Registering with the Accounting and Corporate Regulatory Authority (ACRA)

After gathering all the necessary details, access BizFile+ by logging in with your Singpass to start your application.

Within the eServices menu, navigate to “Local Company” and proceed to “Start a New Local Company.” Select “Application for New Company Name” and complete the provided form.

You have the option to either apply for the intended company name and simultaneously incorporate the company in a single submission, or you can complete these steps separately. If you choose the latter, you will need the transaction number from your approved company name application to proceed with the “Incorporation of Local Company” process.

Upon approval of your company registration application, BizFile+ will send an email to designated officers (directors, shareholders, and the company secretary) to seek their endorsement. They can access the email through their personal dashboard in BizFile+. All appointed officers must endorse their roles within 60 days from the date of the email, or else, your application will expire.

The fee for the name application is 15 SGD while registering a company incurs a 300 SGD fee. Payment options include credit/debit cards (Visa, MasterCard, American Express), PayPal, Apple Pay, or Google Pay.

Providing a Business Address

When registering a company in Singapore, you must provide a registered office address. It will serve as your company’s official address where all communications and legal documents are sent.

The registered address does not need to be your place of business operations. You can have your office located in Queenstown while your factory is in the Southern Islands.

However, the registered office must be open and accessible to the public for at least three hours on weekdays. It allows people to visit if needed. Non-compliance may result in fines of up to 5,000 SGD.

If you plan to run a small home-based business, you can use your residential address under the Home Office Scheme. Approval from HDB or URA is required first.

Once registered, any changes to the office address must be updated with ACRA within 14 dates. You can be fined if you fail to update. The reason for keeping your registered address up-to-date is to ensure that your company remains reachable and does not miss important communications.

Pre-registration and Post-registration Checklists