Unlike other countries with numerous natural resources to depend on, Singapore has achieved economic success through trade and government enterprises. Both these resources of economic growth make Singapore an attractive business spot for multinational corporations (MNCs) and fresh entrepreneurs.
Below is a complete guide if you’re looking to benefit from Singapore’s inviting business atmosphere and want to know how to register a company in Singapore.
A Guide to Incorporating a Singaporean Company
For the 10th consecutive year, World Bank ranked Singapore top in its annual survey of 189 economies under the ‘Ease of Doing Business’ category. World Bank ranked countries based on different factors, such as administrative responsibilities in tax systems, ease of availing services, and the number of steps required to incorporate a company. Singapore led the line in many of these subcategories.
Requirements for Incorporating in Singapore
Before applying for the Company Registrar of Singapore (ACRA), you have to prepare and analyze important data and materials. You also have to keep some rules and regulations in mind — all of which have been mentioned below.
- Company Name
Following are some basic rules-of-thumb business owners ought to consider before naming their company:
- No use of derogatory and/or inappropriate word(s).
- Using words that denote national identity, for instance ‘Merlion’, are recommended.
- In case of companies related to sectors, such as medical services, you have to get the approval of respective authorities, (the government, particularly).
- If business owners are setting up a company/service in the architectural domain, they need to include words like “architect” in the business designation. Similarly, in the case of a military defence-related company, terms like ‘military’ and/or ‘defense’ should be present in the business title.
The Accounting and Regulatory Authority (ACRA) has provided a list of terms titles list of Referal authorities to help business owners choose a name that hasn’t already been taken. You can go through this list to expedite the naming process.
You can also refer to the Company Name Check Tool to decide a name unique to your company.
- Company’s Services/Activities
Once you’ve named your company, it’s time to decide what services it will provide. The Singapore Standard Industrial Classification (SSIC Code) has recommended a list of principal activities to business owners to increase their chances of gaining government approval. Choosing activities from this list may improve your odds of greenlighting your company’s credentials.
- Company Personnel
You need to choose at least one director and one shareholder. Companies ought to remember that for incorporating a Singapore company, at least one director is to be a local Singaporean resident of over 18 years. He/she must meet the criteria prescribed in the Companies’ Act, which includes things like the previous status of direction and nature of the previous company he/she was employed at.
Same as the director and shareholder, the company needs to have at least one secretary. Moreover, the secretary needs to be appointed within six months of incorporating the company. The secretary, also considered an officer, is expected to assist in the administration of a company, monitor and regulate director/shareholder activities, and other similar tasks.
Keep in mind that you can’t appoint the same individual as both the secretary and the director.
4. Company’s Local, Registered Office
A Singapore incorporated company address should meet the following requirements:
- Physical office address located in Singapore
- Open for a minimum of 5 hours (business hours) on each business day.
- The address can’t just be a P.O box. It needs to have a physical location.
The ACRA has now allowed certain individuals to provide an alternate address due to privacy concerns, under certain terms and conditions. For example, the alternate address provided should come under the same jurisdiction as the individual’s residential address.
Business owners can also choose a virtual office, rent an office space and/or apply for a license to have a home office. Depending upon the urgency to open an office, time, cost, and other preferences, you can choose an option accordingly.
Liability Partnerships Act
For incorporating a Singapore company, resident director and shareholder are required to provide their personal details, such as residential address. These personal details are needed to disclose the purchase to the public at the time of purchasing the Business Profile (also known as Certificate of Incumbency in other jurisdictions) from the ACRA.
- Share Capital
A company can set up its bank account after incorporation. Singapore has a very low minimum requirement for initial paid-up share capital of S$1.00, unlike other foreign jurisdictions. In fact, companies aren’t even required to show proof that the share capital is in the bank.
- Constitution Documents
These documents refer to the company’s memorandum and articles of association, M&AA for short. They decide how the company is operated. Business owners are urged to sign and approve parts of these documents carefully. Any errors can lead to unwanted complications for the company in the advanced stages of incorporation.
Besides the usual documents, you also need to compile shareholder agreement (s) and employee share option schemes. Experts recommend seeking legal counsel before deciding to sign and approve any legal documents.
All Singaporeans receive an electronic identification record called Signpass. Foreigners get a Signpass only if they have a verified FIN.
You need the Signpass to submit your business incorporation to the ACRA.
Once you have the Signpass, you can submit your application to the ACRA through a dedicated electronic portal, Bizfile.
Even if incorporating a Singapore company seems easy, business owners and entrepreneurs etc. are recommended to seek the help of a professional corporate service provider. A professional can bring your attention to matters that you’re likely to overlook, especially those matters that are unique to your company. Furthermore, a professional provider can help with liaising with government bodies in case of future complications.
Are compulsory legal requirements for registering a Singapore company same for foreigners? Yes. Even if you’re a foreigner, you will need to submit the same materials mentioned above and data as Singaporeans.