Singapore Company Incorporation Guide

Introduction

Entrepreneurs, startups and foreign growth companies targeting Singapore as the next location on their global expansion journey will need to undertake the process of forming a local company. This Singapore company incorporation guide serves as an introduction to common considerations and steps.

Company Types

Foreign companies legally establishing a presence in Singapore, can choose between setting up a branch office, subsidiary, or a representative office in Singapore.

• Subsidiary Company: A subsidiary company is a private limited company incorporated in Singapore with the parent company as its shareholder. For small to medium-sized foreign businesses, a subsidiary company is the most preferred choice of registration in Singapore.
• Branch Office: A branch office is registered in Singapore as an extension of its parent company and not as a separately incorporated entity. The liabilities of a branch office extend to its parent company.
• Representative Office: A representative office is registered in Singapore as a temporary arrangement for conducting marketing research activities. A representative office does not have any legal status and cannot be engaged in any profit yielding activities.

A private limited company is a LLC in which the shares are held by less than 50 persons and are not available to general public. Most privately incorporated businesses in Singapore are registered as private limited companies. A private limited company’s name in Singapore usually ends with Private Limited or Pte Ltd. The shareholders of a private limited company can either be individuals or corporate entities or both.

Incorporation Requirements

Paid up capital: The minimum investment mandated by authorities is paid up capital of S$1 at the time of company registration. Only foreigners looking to relocate to Singapore under the Singapore Entrepreneurs Pass scheme to operate their newly established company are required to invest a minimum sum of S$50,000. 

Foreign Percentage Ownership: The Singapore Companies Act allows for 1005 ownership of Singapore companies by foreign persons or entities. There is no restrictions on the type of business activities that a company can engage in. 

Local Director: A Singapore company is required to have at least one local resident director. IN order to qualify the person must be either (a) a Singapore citizen, (b) Singapore PR © Employment Pass holder from the same company they act as a director (d) Entrepreneur Pass holder. 

Corporate Secretary: A person who acts as a sole director of a company cannot act as a company secretary. While a corporate secretary is not required by Singapore Company Register, ACRA, it is very common to appoint a secretary to maintain corporate records. 

Office: A local registered address is a minimum requirement for opening a company in Singapore. The registered address must be a physical address in Singapore and not just a PO Box. 

Complete Legal Paperwork

In order to register a company a legal firm, corporate secretary or corporate service provider will assist with the preparation of company incorporation paperwork. This will include articles of incorporation, constitution, first AGM meeting, share certificate, member consent forms, consent to act as director and other legal documents to support the incorporation. The provider will then continue to manage any new company resolutions that are required over the course of the company lifecycle.

Company Incorporation

Upon execution of the legal paperwork, the professional service provider will provide a copy of the official certificate of incorporation issued by ACRA, the Accounting and Corporate Regulatory Authority. In Singapore, ACRA maintains a system of corporate records via their Biz Profile platform. The Bizprofile profile will include a companies Unique Entity Number (UEN) which is used for a number of following registrations.

File Mandatory Registrations

Once the company has completed the legal paperwork, registered the company and is provided a UEN number then they can begin they process of registering with the required agencies. In Singapore these include

ACRA:  Accounting and Corporate Regulatory Authority

IRAS: Inland Revenue Authority of Singapore

MOM: Ministry of Manpower

CPF: Central Provident Fund

CorpPass

License One

Setup Bank Account

The final step is to decide the bank to work with. Singapore has world class banking infrastructure that startups and hyper growth companies alike benefit from. The process of establishing a bank account can be an unexpectedly long process that many companies do not sufficiently plan for. This can include extensive application documents, notarized director documents, KYC documentation and in person signatures. Common local banks in Singapore include DBS, OCBC, UOB.

This article does not constitute legal advice.