Singapore is a high-income economy known for being very business-friendly. So doing business and registering company in Singapore is are generally easy and highly attractive for local and foreign entrepreneurs. If you have already decided to establish your presence in Singapore, there are several key considerations to keep in mind, including the process, costs, and requirements.
Overview of Company Registration in Singapore:
- Step-by-Step Company Registration Process
- Choosing the Right Entity
- Providing Your Business Address
- Appointing Directors, Shareholders, and Company Secretary
- Drafting Your Company Constitution
- Pre and Post-Registration Checklists
- ACRA’s Role in Company Registration
- Registering a Foreign Company
- Share Capital, Shares, and Shareholders
- We’re Your Dependable Corporate Filing Agent
- FAQs on Company Registration in Singapore
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 your Company’s Structure
This is the first step, as different types have their own legal, tax, and operational implications.
Choose among:
- Sole Proprietorship
- Partnership
- General Partnership
- Limited Partnership (LP)
- Limited Liability Partnership (LLP)
- Companies
- Private Limited Company (Pte Ltd)
- Exempt Private Company
- Public Company Limited by Shares
- Public Company Limited by Guarantee
- Unlimited Company
- Foreign Company Registration Options
- Subsidiary Company
- Branch Office
- Representative Office
Step 3: Choose a Business Name
Select a name that suits the nature of your business activities. After Which, 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 4: Register the Company Name
Once you have chosen a name for your business, apply for it through BizFile+. This costs S$15. If approved, the name is reserved for 120 days just for you. During this time, you must finish registering your business or company.
If you don’t do this within the said period, the name will no longer be reserved and someone else can use it.
In some cases, the name of your choice might need further review. For example, if it includes words like “architect,” the Board of Architects Singapore may need to approve it. Once approved, you can use the name.
Step 5: Specify the Business Activity
You need to choose an SSIC code, which is part of the Singapore Standard Industrial Classification system. This system is used to group all types of business activities in Singapore.
The SSIC code is important because:
- Partnership
- It affects your chances of getting grants, tax benefits, or government support
- It helps ACRA send your application to the right department if a licence is needed
- It helps IRAS decide if you qualify for tax incentives
The SSIC list is updated regularly to match new business trends and global standards. So make sure to pick the SSIC code that best matches what your business will do, especially if you plan to apply for a licence or any government support.
Step 6: 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 .
Once you have prepared all the necessary information, you can register the company through BizFile+ by logging in with your SingPass.
- Go to eServices > Local Company > Start a New Local Company
- Choose “Application for New Company Name”
- Fill out the form
You have two options. Either apply for the company name and register the company in one submission or apply for the name first, then register the company later using the transaction number from the approved name.
Once your registration is submitted, BizFile+ will email the appointed officers to endorse their roles. Each officer must log into their BizFile+ dashboard and approve the appointment. They have 60 days to finish this, or else the application expires.
Here are the fees and payment:
- Name application fee is S$15
- Payment for company registration costs S$300
- The amount to pay for getting an alternate address (optional) is approximately S$40
You can pay using Visa, Mastercard, American Express, PayPal, Apple Pay, or Google Pay.
Company registration may be completed within 15 minutes. But if extra review is needed, it may take 14 to 60 days. You will receive a Unique Entity Number or UEN, which will serve as your business ID for all dealings with the government. A free Business Profile with your company’s details will also be sent to your email.
You can also choose to hire a registered filing agent to handle the process on your behalf if you prefer help with the application.
Step 7: Open a Corporate Bank Account
It is important to open a separate bank account for your business to keep your business and personal money separate, and to track your business finances more easily. Most banks require the directors or key people in the company to be physically present in Singapore to sign the account opening documents. Some banks may allow signing at their overseas branches or in front of a Notary Public.
Step 8: 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
Checking the Availability of a Company Name
Before applying, it’s a good idea to check if your desired name is already taken. Here’s how:
- Go to https://www.bizfile.gov.sg
- Scroll to the bottom and click on ‘Buy Information’
- Choose ‘Business Profile’
- Use the search bar to check if your preferred company name is available
There are two ways to search. You can type the full name you want or type just one keyword. You can also try other options like “Entity Name Starting With” and “Entity Name Containing.” But these may take more time to go through.
Type the name you have in mind below to see if another business is already using it. Note: The ACRA name search is not updated in real time, so it might not show more recent companies.
Input below the company name you have in mind and check if there’s an existing business with the same name.
Using the Company Name Check services means you fully agree to our Terms of Use.
Quick note: The ACRA database for name check is not synced in real time. So you may not be able to see the names of the most recently incorporated companies. Last update: June 2024
Things to Know When Checking
- Even if your name search looks clear, BizFile+ will only confirm availability when you actually submit your name for registration.
- It’s tough to get one-word names unless they are very unique or unusual. For example, “Biz Niz Pte Ltd” is harder to get than something like “Biz Biz Consulting Pte Ltd” or “Biz Niz Consulting Solutions.”
Choosing the Right Entity
| Limited Liability Company/Private Limited Company | Sole Proprietorship | Limited Liability Partnership | |
|---|---|---|---|
| Legal identity | Separate legal entity | No separate legal entity | Separate legal entity |
| Business liability | Limited liability (every shareholder’s liability is limited to their investment in the company | Unlimited liability (owners are personally responsible for any debts and losses) | Limited liability (the liability of each limited partner is restricted to the amount they have invested in the LLP) |
| Perpetuity and succession | Structure endures beyond members’ death/retirement | Lacks perpetual succession | Structure endures beyond members’ death/retirement |
| Ease of expansion | Easy to raise capital | Challenging to gather funds; restricted to personal finances and contributions from partners | Challenging to gather funds; restricted to personal finances and contributions from partners |
| Taxation Income: 100,000 SGD300,000 SGD600,000 SGD | Approximate tax 0 SGD 17,000 SGD 98,000 SGD | Approximate tax 7,000 SGD 40,000 SGD 98,000 SGD | Approximate tax 7,000 SGD 40,000 SGD 70,000 SGD |
| Change of ownership | The process of transferring partial or full ownership of the company is easy | Difficult to transfer business ownership | Difficult to transfer business ownership |
| Setup and maintenance | Complex paperwork and setup and compliance costs | Least expensive and easiest business structure to set up and maintain; minimal paperwork and costs for setup and compliance | Moderate complexity, paperwork, and setup and compliance costs |
| Perception of the public | Least preferred choice for a serious business setup | Moderate public perception | Most preferred choice by the public; highest credibility |
| Dissolution | Easier to terminate | More complex to terminate | More complex to terminate |
Providing Your Business Address
You must give a valid business address if you are registering a sole proprietorship or partnership. You cannot use a P.O. Box as your business address.
If you plan to run a small business from your home, you can use your residential address under the Home Office Scheme. But you must first apply for approval.
If you live in an HDB flat, apply for approval through the HDB website. Both owners and tenants need to get HDB’s permission.
If you live in a private property, apply for approval through the URA website. This also applies to owners and tenants of private homes.
Appointing Directors, Shareholders, and Company Secretary
To register your company, you must appoint:
- At least one director
- A company secretary
Key Company Roles Explained
- Directors manage the company and make important decisions. They must keep good records, prepare financial statements and follow all company laws and filing rules. To be eligible as a director, they must meet all these conditions: be at least 18 years old, be a Singapore citizen or an EntrePass/Employment Pass holder, be legally capable, and not be an undischarged bankrupt. Penalties for breaking the rules include fines up to S$5,000, jail up to 2 years, and a ban from being a director for 5 years.
- You must appoint a Secretary within six months of starting your company. If the role is empty for more than the said period, directors may be fined up to S$1,000. The secretary helps the company stay compliant. The individual taking up the role should be a real person (not a company) and a Singapore resident.
- If your company does not qualify for audit exemption, you must appoint an Auditor within 3 months of incorporation. Their role is to assess whether the company’s financial statements comply with relevant financial reporting standards. The goal is to maintain corporate integrity and accountability.
- Appointing a CEO is optional. If you appoint one, you must submit their details to ACRA. Their role is to oversee all or parts of the company’s operations. They direct the company toward growth, adhering to the guidelines set by the board of directors.
- You can also choose a Managing Director from your board of directors to handle day-to-day tasks. You don’t need to register this appointment with ACRA.
Drafting your Company Constitution
The company constitution is a legal document that includes the rules and regulations on how the company should be governed as well as the rights and responsibilities of the shareholders, directors and company secretary. You must submit a copy of this when you incorporate your business.
The constitution must contain the following information. You can change the constitution later by following the legal steps, however, any part that goes against the Companies Act is not valid.
-
- Name Clause – the part stating your company’s approved name, as registered with ACRA
- Registered Office Clause – the part that lists your company’s official address
- Liability Clause – the part explaining what your company’s members (owners) are responsible for if the company shuts down
- Subscriber Clause – the part that lists the people starting the company
- Rules and Regulations– the part that sets out how your company will operate day-to-day
Sections a, b, c, and d are the coverage of the Memorandum of Association. The last section is called the Articles of Association. Together, they form the Company Constitution.
Pre and Post-Registration Checklists
ACRA’s Role in Company Registration
The Accounting and Corporate Regulatory Authority or ACRA is the official body in Singapore in charge of companies and public accountants. It’s also known as the Registrar of Companies as it oversees the entire business lifecycle from registration, growth, and financial reporting down to dissolution.TACRA also has the power to issue fines and court summonses if companies break the rules.
Registering a Foreign Company
You can set up operations here in Singapore in four ways.
- Re-domiciliationor transferring your company’s registration to Singapore. The foreign entity will now become a Singapore company and is required to adhere to the Companies Act.
- Setting up a representative office is another option. Do this before fully committing to a business venture. Opting for this lets you assess the business environment here before deciding to put up a permanent establishment in Singapore. An RO cannot do business or earn profits. It is just for research and market testing.
- Third, you can register a subsidiary as a local company. You can full own the subsidiary’s shares being the sole shareholder. But as a local company, the subsidiary must comply with all statutory and disclosure requirements of the Companies Act.
- The last option is registering a branch office. Unlike a subsidiary, you must appoint a local authorised representative. It also has to comply with the Companies Act’s requirements (both statutory and disclosure) for disclosure and reporting. A branch is not a separate legal entity.
Share Capital, Shares, and Shareholders
All About Share Capital
Share capital is the amount of money that shareholders commit to a company. They can fully or partly pay their share capital when the company is set up. The minimum share capital to start a company is S$1.
Paid-up capital is the amount shareholders have already paid for their shares. Any amount not yet paid is called unpaid share capital.
For instance, Company X issues 100,000 shares at S$1 each, so its issued share capital is S$100,000. If shareholders have paid only 50%, the paid-up capital is S$50,000. Once shareholders pay the unpaid share capital, the paid-up capital becomes S$100,000.
If the company issues more shares later, both the issued and paid-up capital can increase. Once your company’s paid-up capital reaches S$500,000 or more, it will automatically become a member of the Singapore Business Federation. More information
Shares and Shareholders
A share represents a piece of the company that a shareholder owns in return for their financial contribution to the company’s share capital. A share can be fully paid or partially paid. By buying shares, an investor becomes a part-owner of the company.
A shareholder can be an individual, a company, or a limited liability partnership.
Ordinary shares are the most common type of shares. They usually come with voting rights and shareholders receive dividends after preference shareholders. Companies can create different classes of ordinary shares (e.g., Class A, Class B) each with different rights.
We’re Your Dependable Corporate Filing Agent
Corporate Services Singapore is a registered filing agent and a corporate services provider in Singapore which has been helping countless companies get established in the country effortlessly.
Not only do we streamline the company registration process, you can also partner with us for services relevant to ongoing corporate compliance such as accounting, auditing, tax advisory and secretarial services.
In short, we are a one-stop provider for aspiring and existing entrepreneurs.
FAQs on Company Registration in Singapore
What documents are needed to register a company in Singapore?
You will need the following documents and information for company registration:
- Company name
- Directors and shareholders’ information
- Full names and NRIC
- Residential addresses, contact details, and email addresses
- Nationality and occupation
- The number of shares each shareholder will hold
- Company secretary information
- Full name and contact information
- Details of the corporate service provider (if using a corporate secretary service)
- Registered office address
- Share capital
- Constitution (Memorandum and Articles of Association)
- Description of business activities
- Declaration of compliance
How to check for a registered company in Singapore?
Follow the steps below to check a registered company in Singapore:
- Access the BizFile+ portal.
- Click “Business Profile”, which can be found near the bottom of the page.
- You will be redirected to the Search ACRA Register page, where you can search the directory for registered companies in Singapore.
What is the procedure for starting a company in Singapore?
Here is a simple guide to help you understand the process of company registration in Singapore:
- Research and decide on the type of business structure you want to establish.
- Determine the nature of your business activities and select an appropriate name for your company.
- Make sure you meet the prerequisites of company registration.
- Engage a registered filing agent to streamline the registration process and ensure compliance with regulations.
- Choose a business name reflecting your company’s activities and is available for registration.
- Submit the chosen name for approval through the BizFile+ portal.
- Prepare and submit the necessary documents through the portal.
- Pay the required fees, which include name application and company registration fees.
- You will receive a Certificate of Incorporation from ACRA upon successful review and approval.
- As part of the post-incorporation steps, open a corporate bank account to manage the company’s finances and apply for needed licences or permits, which will depend on your business activities.
How do you check if a name is available for a company?
You can check if a proposed company name is available by searching the ACRA database. If no identical names appear in the search results, you may apply to register that company name.
Do small businesses need to register in Singapore?
No, small businesses are not required to register in Singapore. You can operate as a sole proprietor without officially registering a company. However, there are benefits to registering a private limited company, like legal protection, credibility, and branding. Registering also limits your personal liability.
Can one person register a company in Singapore?
Yes, one person can register a company in Singapore. However, there must be at least one director and one shareholder. All position holders must be at least 18 and meet the citizenship/residency requirements. Foreigners will need to engage a registered filing agent to submit the application on their behalf.
Can work permit holders register a company in Singapore?
Yes, Employment Pass (EP) holders can register a company in Singapore and own 100% of the shares. However, they cannot serve as a local/resident director and must hire one during company registration, as their pass is sponsored by an employer.
How many days does it take to register a company in Singapore?
With all required documents ready, company registration in Singapore can be completed within a day for most common business types. The entire registration process is straightforward and efficient.
Do freelancers need to register a company in Singapore?
No, freelancers in Singapore are not required by law to register a company. However, they still need to fulfill certain legal obligations that apply to their business.
What is the most common type of business structure in Singapore?
The most common type of business structure in Singapore is a private limited company, also known as Pte Ltd. This limited liability company structure offers tax benefits, ease of transfer, and limits personal liability, making it well-suited for small and medium-sized businesses.
How much will it cost to register a company in Singapore?
The base cost to register a company in Singapore through ACRA is 315 SGD (15 SGD for name application fee and 300 SGD for the registration fee). However, there are additional costs beyond the application fees that will need to be accounted for. The total cost depends on specific requirements.
What to do after registering a company in Singapore?
After registering a company in Singapore, important next steps include opening a corporate bank account, appointing a company secretary and buying a company seal. You will also need to issue share certificates, keep and maintain statutory books, obtain necessary licences, set up accounting, get insurance, and hire employees.
