Guide to Singapore Company Registration

Singapore is frequently touted as one of the easiest cities in the world to do business. Its geographic location, forward thinking economic policies, and international community make the city among the most desirable locations to start a business. But what exactly does it take, and what is the Singapore Company Registration process to get your business started in Singapore?

Key Benefits Of Setting Up a Singapore Company

Limited Liability: Incorporating a Private Limited company protects your personal assets from business debts and liabilities.

Tax Advantages: Singapore offers low corporate tax rates along with generous incentives and exemptions.

Global Credibility: A Singapore-registered company enhances your brand’s trust and reputation worldwide.

Ease of Business Operations: Singapore’s efficient regulatory framework streamlines company setup and management.

Asset Protection: Incorporation allows you to separate and safeguard personal assets from business risks.

Access to Funding: Singapore’s strong financial ecosystem attracts both local and international investors.

Facilitates Global Expansion: Its strategic location makes Singapore an ideal base for expanding into Asia.

Flexibility in Company Structure: Singapore allows adaptable shareholding and structuring to support various business models.

Professional Image: A Singapore business address transcends mere geography; it becomes a symbol of professionalism, credibility, and ambition.

Data Protection and Privacy: Singapore’s robust Personal Data Protection Act serves as a fortress, ensuring that your company’s data remains secure and private.

Key Requirements For Company Registration in Singapore

Establishing a company in Singapore involves more than just filing paperwork. Entrepreneurs must carefully consider several strategic and compliance-related factors to ensure a smooth and legally compliant incorporation process.

 Choosing the Right Company Name

Selecting a suitable company name is the first and one of the most important steps in the incorporation process. The proposed name must comply with ACRA’s naming guidelines, which prohibit names that are:

• Identical or too similar to existing businesses
• Obscene or offensive
• Misleading or infringing on trademarks

To secure your desired name, perform a name availability check on ACRA’s BizFile+ platform. Once approved, the name can be reserved for 120 days.

Determining the Type of Business Entity

Singapore offers several business structures, but the Private Limited Company (Pte Ltd) is the most commonly preferred option due to its advantages:

• Separate legal entity: Limits the liability of shareholders, protecting personal assets.
• Tax efficiency: Corporate tax is capped at 17%, with various exemptions and tax incentives for new start-ups and SMEs.
• Professional credibility: More attractive to investors, clients, and banks compared to sole proprietorships or partnerships.

Other structures such as sole proprietorships or LLPs may be suitable for specific cases, but they generally lack liability protection and tax benefits.

Identifying Business Activities and SSIC Code

Businesses in Singapore must declare their intended activities using the Singapore Standard Industrial Classification (SSIC) code during incorporation. This code:

• Helps ACRA identify the nature of your business
• Determines if specific business licenses are required from other government agencies

Use the SSIC Search Tool on BizFile+ to identify the code that best matches your operations. Selecting the correct SSIC code ensures regulatory compliance and avoids delays due to licensing issues.

Appointing a Resident Director

Every company in Singapore must have at least one director who is ordinarily resident in Singapore. This can be a:

• Singapore citizen
• Permanent resident (PR)
• EntrePass/Employment Pass holder residing in Singapore

Foreign entrepreneurs can meet this requirement by:

• Partnering with a local resident
• Engaging professional or nominee director services from a corporate service provider.

The resident director serves as a local representative and ensures the company remains compliant with Singaporean laws and regulations.

Work Visa Options for Foreign Entrepreneurs

Foreigners looking to manage their company in Singapore may need a work visa. Here are the common options:

• EntrePass: This is tailored for innovative start-ups and entrepreneurs. It requires a solid business plan and proof of innovation or investment.
• Employment Pass (EP): This is suitable for professionals or business owners drawing a salary from the company which is subject to minimum salary and qualification requirements.
  

Hiring a Qualified Company Secretary

Singapore law mandates the appointment of a company secretary within six months of incorporation. The secretary must:

• Be a Singapore resident
• Have sufficient knowledge of compliance and corporate governance
• Be qualified (for public companies, they must be a member of professional bodies like ICSA or SAICSA)

The company secretary plays a critical role in maintaining statutory records, preparing resolutions, and ensuring the company adheres to ACRA and IRAS filing obligations.

Defining the Financial Year End (FYE)

The Financial Year End (FYE) marks the end of a company’s accounting period. While the default FYE is 31 December, companies can choose any date that aligns with:

• Their business cycle
• Tax planning strategies
• Reporting obligations

For instance, start-ups may benefit from setting their FYE to maximize partial tax exemptions available during the first three years of operation. The FYE also determines deadlines for annual filings and corporate tax submissions.

Understanding Shareholding Structure

Singapore allows 100% foreign ownership, and a company must have at least one shareholder, who can be an individual or a corporate entity.

Types of shares commonly issued include:

• Ordinary Shares: Carry voting rights and entitle holders to dividends.
• Preference Shares: Priority on dividend payouts, usually no voting rights.
• Convertible or Redeemable Preference Shares: Can be converted to ordinary shares or redeemed by the company under certain conditions.
  

Clearly defining your shareholding structure helps with profit distribution, investor relations, and future fundraising.

Minimum Paid-Up Capital of SGD 1

The minimum paid-up share capital required for company registration is SGD 1. The capital can be denominated in any major currency and can be increased post-incorporation without restriction

Office Address and Company Constitution

Every company must provide a local registered address in Singapore where official communications are sent. It must be a physical address (P.O. Boxes are not accepted), although it need not be a commercial office.

In addition, the company must adopt a constitution (formerly known as Memorandum & Articles of Association), which outlines the company’s governance rules, including:

• Rights and obligations of shareholders
• Board meeting procedures
• Share issuance and transfers
• Dividend policies

If you do not submit a custom constitution, ACRA provides a model constitution by default.

Opening a Corporate Bank Account

After incorporation, companies must open a corporate bank account to handle business transactions. Most banks in Singapore require:

• Certificate of Incorporation
• Company Constitution
• Board resolution to open the account
• Identity proof of directors and shareholders

When choosing a bank, consider:

• Digital banking capabilities
• International remittance options
• Minimum balance requirements
• Integration with accounting platforms

Required Documents for Company Incorporation

To complete the incorporation process, the following documents are generally required. These ensure compliance with ACRA’s due diligence and Know Your Customer (KYC) protocols.

For Individual Shareholders and Directors:

• Scanned Passport Copy (for foreigners) or NRIC (for Singaporeans/PRs)
• Proof of Residential Address (e.g., utility bill or bank statement dated within the last 3 months)
• KYC Information: Includes contact details, professional background, and source of funds

For Corporate Shareholders:

• Certificate of Incorporation of the parent company
• Board Resolution authorizing the investment in the Singapore company
• Company Profile or Business Extract from the official company registry

Additional Information Required:

• Proposed Company Name and corresponding SSIC Code (Singapore Standard Industrial Classification)
• Brief Description of Business Activities
• Details of All Directors, Shareholders, and the Company Secretary
• Registered Office Address in Singapore
• Company Constitution

Step-by-Step Company Registration Process in Singapore

Step 1: Reserve Your Company Name

The first step is to submit your preferred company name for approval through ACRA’s BizFile+ portal. Most names are approved within a few hours, but those requiring referral to other government agencies may take up to 14 days. Once approved, the name is reserved for 120 days.

Step 2: Prepare Incorporation Documents

Once your company name is approved, prepare the necessary documentation for incorporation. This includes:

• Company Constitution 
• Consent to Act as Director and Company Secretary
• Identification Documents and Proof of Residential Address for all directors and shareholders
• Details of Share Capital, business activity (SSIC code), and registered address

Note for Non-Residents: Foreign individuals are not permitted to self-register and must engage a registered filing agent.

Step 3: Submit Incorporation Application

Submit your incorporation application through BizFile+:

• Singapore Residents may file personally using SingPass
• Foreigners must engage a licensed corporate service provider
  

If all documents are in order, ACRA usually approves the application within one business day.

Step 4: Receive Certificate of Incorporation

Upon successful registration, ACRA will issue:

• An electronic Certificate of Incorporation
• Your company’s Unique Entity Number (UEN)

This confirmation email serves as official proof of incorporation. A hard copy certificate can be purchased for a nominal fee.

Step 5: Post-Incorporation Setup

After incorporation, there are several critical post-registration tasks to complete:

• Issue Share Certificates to shareholders
• Open a Corporate Bank Account
• Apply for Business Licenses (if your business operates in regulated industries)
• Register for GST (if annual turnover exceeds SGD 1 million or if voluntarily opted)
• Set up Accounting, Payroll, and Compliance Systems
  

After Incorporation Obligations

Incorporation is just the beginning. To remain compliant and operational in Singapore, businesses should address the following immediately:

Open a Corporate Bank Account

Choose a local or international bank with corporate services in Singapore. Most banks require a physical meeting with directors or authorized signatories.

 Register for CPF Contributions

If you plan to hire local employees, you must register with the Central Provident Fund (CPF) Board to make statutory employer contributions.

 Register for GST (If Applicable)

Companies with an expected annual taxable turnover exceeding SGD 1 million must register for Goods and Services Tax (GST) with IRAS.

 Establish Bookkeeping & Accounting Systems

Set up a structured accounting system to manage business finances. Consider cloud-based software or outsourced bookkeeping services to streamline compliance.

 Fulfill Annual Compliance Obligations

Ensure timely submission of:

• Annual Returns to ACRA
• Estimated Chargeable Income (ECI) and Corporate Income Tax Returns to IRAS
• Annual General Meetings (AGMs) and financial statements (where applicable)

Conclusion

Incorporating a company in Singapore has a lot of advantages from robust legal protections and attractive tax incentives to global credibility and ease of doing business. With the right guidance, setting up your business in Singapore can be seamless and stress-free. Whether you’re a local entrepreneur or an overseas investor, our team of company incorporation experts at FastLane is here to help you navigate every step of the incorporation process. Let FastLane be your trusted partner in launching and growing your Singapore company. Contact us today and take the first step toward your business success!