Before one can incorporate a company in Singapore, they need to meet the requirements and processes set by ACRA or the Accounting and Corporate Regulatory Authority.
Although the procedure for new company registration has been significantly streamlined, it still works as a gatekeeper to sift through applications and prevent impermissible business operations from penetrating the business ecosystem in the country.
As the governing body for company registration and incorporation in Singapore, ACRA reserves the right to approve or deny business registration to protect the interests of locally operating businesses and maintain a healthy economic environment where every company can thrive. If you find that ACRA has denied your business proposal, it can be one of three reasons related to the company name, the number of shareholders, and company address.
The Company Name is Not Allowed
According to Singapore’s statutory law, every entity that wishes to carry out business activities in the country must register a business name. The chosen business name should reflect the nature of the work of the company. Likewise, the business name should not duplicate an existing name from another company within the same sector.
Before the Singapore incorporation process can be completed, the proposed business name should be approved by ACRA and reserved within the system. As such, it is recommended that each applicant must prepare at least three business names in case the first one is not accepted.
- Names should not have an undesirable meaning
- Names should not be obscene
- Names should not have religious connotations
- Names should not be identical with other reserved names and existing companies
The registrar will also reject some of the names that the Minister of Finance has prohibited.
Once a name has been approved, you can proceed with reserving the name for up to 60 days. Within that period, you will need to fulfil the remaining steps to complete your registration. Otherwise, the name will be removed from the system.
There are Not Enough Shareholders in the Company
Another possible reason your company registration could be denied is the lack of shareholders in your company.
As stipulated by Singaporean law, every private limited company has to have at least one shareholder and a maximum of 50. These shareholders may either be foreign or local persons or corporations. In addition, some foreign-owned companies and subsidiaries can have 100% foreign shareholders.
To be considered a shareholder, the interested party must purchase a portion of the company’s shares. However, since the company is considered a separate legal entity, the shareholder has limited liability. This means that the shareholder does not hold any assets belonging to the company and is not held accountable for its debts, should they incur any throughout their operation in the country.
Along with the shares that they buy, shareholders are given certain rights such as the right to vote, the right to dividends, and the right to call and attend meetings. With these, they are responsible for paying their total shares, voicing interests relating to the company, and actively participating in company decisions.
If ACRA finds that a company does not meet the requirement or finds discrepancies within the finer details, the governing body will deny the application.
The Company has no Registered Address in Singapore
Lastly, a company can be denied successful registration if they do not provide a registered address in Singapore.
According to Singapore’s Companies Act Section 142(1), every business seeking incorporation in Singapore is mandated to produce a locally registered address upon their application to ACRA. To have an acceptable address, a business’ office location must abide by the following requirements:
- It must be a physical office within Singapore and not merely a P.O. box.
- It must be a destination where all notices and communication can be delivered to.
- It must be accessible and open to the public for no less than three hours on business days.
In Singapore, it is allowable to place your home address as your business address, given that it falls under the Home Office Scheme and is in accordance with URA and HDB guidelines. However, before you can successfully operate, certain requirements must be met. Otherwise, a business application can easily be revoked.
Avoid Rejection by Seeking Professional Assistance
If you’re exploring new ventures in Singapore, it’s easy to make these common mistakes and have your company incorporation rejected. So, to avoid rejection from ACRA, it’s advisable to seek help from a corporate services provider who has ample experience in the field.
Corporate Services Singapore is a one-stop business solutions provider that can provide professional assistance and expertise to ensure that you can successfully incorporate your business.