Starting a Business in Singapore: A Comprehensive Guide

Do you have plans to start a new business in Singapore? In this guide, let us help you to get a clear understanding of all the necessary information that you will need in order to get your business started legally in Singapore.

In this section of the guide, we will be exploring the necessary preparation and procedures for the incorporation or registration of a Private Limited Company (Pte. Ltd.) in Singapore.

If you have yet to decide on your business type, Click here to read more on:
Part 1: Different Business Types in Singapore
Part 2b: Registering your Sole Proprietorship Business in Singapore

 

Part 2a: Incorporating a Private Limited (Pte. Ltd.) Company in Singapore

(i) The Requirements

What are the basic requirements for Incorporation?

In order to proceed to register a Pte. Ltd. Company in Singapore, there are a few basic requirements that have to be fulfilled:

In the next section, we will take a deeper look at all the requirements that must be fulfilled.

 

What are the Detailed Requirements for Incorporation?

 

1. Minimum 1 Shareholder, Maximum 50 Shareholders.

What is a Shareholder?

The shareholders of a company are also known as the investor(s) or owner(s) of the company. They invest and hold shares in the company.

Who can be a Shareholder?

Any individual aged 18 years and above is legally allowed to become a shareholder of a company.

Shareholders are not limited to only individuals. Corporate entities (i.e. another company) can also become a shareholder of the company.

Can a private limited (Pte. Ltd.) company in Singapore be owned by a foreign individual or company?

In Singapore, there is no requirement to  have a local shareholder in the company. This means that the shares or ownership of the company can be held 100% by a foreigner

Click here to read more information on: 
The benefits of incorporating or registering a company in Singapore

What are the benefits or rights of a shareholder of a company?

As a Shareholder,

  • You are entitled to receive a share of the profits when the company does well and declares a dividend.
  • You have the right to vote on certain matters with regard to the company and can be elected to a seat on the board of directors.
  • You have the right to attend and call for meetings
  • You have the right to assets when winding up the company
  • You have the right to be treated fairly in the company

What are the responsibilities of a Shareholder?

Shareholders of a company are responsible for ensuring that the full price of the company’s shares have been paid for and they also have to ensure that they attend and participate in the general meetings of the company.

Click here to read more information on:
Shareholders in a Private Limited (Pte. Ltd.) Company in Singapore

 

2. Minimum 1 Company Secretary

What is a Company Secretary?

By law, it is required for every private limited company (Pte. Ltd.) in Singapore to appoint a company secretary.

The company secretary is an officer of the company who holds an advisory role to the Board of Directors in relation to complying with the Companies Act.

It is the duty of the Company Secretary to ensure that the business is fully compliant with ACRA’s regulations.

Why do you need a Company Secretary?

The Singapore Companies Act requires each company to appoint a company secretary within six month of incorporation

Who can be a Company Secretary?

A Corporate Secretary must be a Singapore citizen, PR or Entrepass holder.

You may appoint one of your Company Directors as the Corporate Secretary of the company. However, if you are the company’s only director, you will not be able to act as the secretary. The Board of Directors have a duty to appoint a knowledgeable person as secretary as his advice is deemed to be professional.

While there are no specific qualifications required to be appointed as a Corporate Secretary, it is important to appoint wisely as it is the duty of the corporate secretary to give advice to the company’s board of directors and shareholders, as well as to ensure that all the company documents are legal and correct. There can be legal implications if a dispute is raised due to incorrect documents.

What is the role of the corporate secretary?

In order to protect all the members of the company, it is the duty of the company secretary to ensure that all the documents are in order and properly kept inside the company’s minute book. At least one original signed copy of the company documents should always be kept inside the company minute book in order to ensure that all company documents remain well-maintained, recognized and legally binding to avoid any possible disputes.

At the same time, it is also the corporate secretary’s role to provide clear and proper advice to the members of the company on their queries related to their company structure and filings.

The key roles of a Singapore company secretary, as per ACRA, are:

  • to maintain the company’s statutory registers and records
  • arrange for shareholder and director meetings
  • assist to ensure that the filings are up to date, correct and filed timely
  • lodge and file in time all necessary documents required by law
  • provide administrative support in preparation of meetings
  • provide comprehensive legal and administrative support to the board
  • assist in the implementation of corporate strategies by ensuring that the board’s decisions are properly carried out and communicated
  • ensure that the company meets all its legal obligations
  • stay updated on relevant developments and changes in statutory and regulatory obligations
  • communicate adequately with shareholders

Click here to read more information on:
Company Secretary in a Private Limited (Pte. Ltd.) Company in Singapore

 

3. Minimum 1 Local Director (Singaporean/Permanent Resident

Why must I have a local director? 

As mandated, Singapore Private Limited Company must have at least one director who must be an “ordinary” resident in Singapore, which means a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/EntrePass with a residential address in Singapore.

Who else can be a director?

Persons who are:

– At least 18 years old;
– Of full legal capacity;
– Cannot be disqualified from acting as a director of a company e.g. an undischarged bankrupt

can be appointed as the director of a company. 

As long as there is 1 local director in the company, there is no limit on the number of additional local or foreign directors that a Singapore Private Limited Company can appoint.

What is the role of a director?

A company director is a natural person (i.e. company or business entities cannot be appointed as a director) that oversees the overall operations of the company.

A director is the person in charge of managing the affairs of the company. He must make decisions objectively and in the best interests of the company.

Click here to read more information on:
 Company Directors in a Private Limited (Pte. Ltd.) Company in Singapore

 

4. Usually Minimum paid-up capital of $1 with Minimum 1 Share

What is Share Capital?

Share Capital refers to the amount of money that has been invested into the company by the shareholders. The amount of money invested can be used as the company sees fit in its daily operation. 

In Singapore, the minimum share capital required is S$1, but there is no maximum limit. However, do note that companies that have a share capital of more than S$500,000 will have join the Singapore Business Federation (SBF). Membership is mandatory and will incur an annual membership fee. Click here for more information on the SPF membership.

After the amount of share capital has been decided, the invested amount will need to be deposited into the company bank account for use by the company.

What are Shares?

Shares refer to the percentage of ownership between the shareholders of the company. The percentage of shares need not be equivalent to the amount of share capital invested into the company by the shareholders. 

Click here to read more information on:
Shares and Share Capital in a Private Limited (Pte. Ltd.) Company in Singapore

 

5. Company must have a Singapore Registered Business Address

What is a registered office address?

A registered office address refers to the place where all communications and notices to the company are addressed to, and the place where the company’s register and records are kept.

This address must always be effective for the delivery of any and all official correspondence to the company, its Directors and its Shareholders. A registered office must be operational and accessible to the public during normal office hours, but need not be where the company conducts its activities. For example, you can use our registered office address service, but operate from your warehouse in Jurong. 

Why do I need a registered office address?

In Singapore, it is a requirement for companies to have a registered office address when you register a company with the Accounting and Corporate Regulatory Authority (ACRA). The registered office address can be used on your company business cards, letterheads or any other official documents.

The address must be:

  • Official address of the company
  • Approved for commercial use and is not a PO Box
  • All communications, letters and legal documents once proved delivered to this address are deemed to be delivered
  • Open to the public for at least 3 working hours during a work day
  • Where the company secretary is located at

Click here to read more information on:
Registered Business Address for a Private Limited (Pte. Ltd.) Company in Singapore
Lionsworld Registered Business Address Service

 

5. Desirable Company Name (Must be approved by ACRA)
The company name must be approved by ACRA before the Singapore Company can be incorporated. Following section 17 of the Business Names Registration Act, ACRA will refuse the use of a company name if it is:

  • Undesirable
    • For example, the intended business name contains vulgarities
  • Identical to other company name
    • If the intended company name is already in use by another company or another company has a name similar to the intended name, ACRA may not allow the use of the intended company name.
    • This is to avoid any unnecessary misunderstandings between companies, suppliers and/or clients due to the similar name
  • Identical to another reserved name(s).
    • If the intended business name is similar to another company’s intended business name, it will be refused by ACRA as well.
    • This is to avoid any unnecessary misunderstandings between companies, suppliers and/or clients due to the similar name
    • The intended business name will be allowed for use if the other company decides not to incorporate or use the company name.
  • Prohibited company names
    • For example, company names containing the names of government agencies
    • For example, It is similar to established Names or trademarks such as Coca Cola and Temasek

Click here to read more information on:
Company Names for a Private Limited (Pte. Ltd.) Company in Singapore

(ii) Documents, Procedures and Costs

Once you have managed to fulfill all the requirements for the incorporation, you will be able to proceed with your incorporation.


How long does it take to incorporate or register a company in Singapore?

As long as the requirements above have been met, you will be able to proceed to prepare the incorporation documents to be signed. 

At Lionsworld, we will be able to assist you to complete the incorporation and incorporation documents within 1 hour once all your are details have been finalized. 

As long as there is no referral or delay by ACRA, your company can be successfully incorporated in 1 day.

 

How can I incorporate in Singapore?

3 Steps for Incorporation or Registration of company in Singapore:

Step 1:
Decide on your Company Name & Business Activity

In order to proceed with your Incorporation, you will first need to decide on a desirable company name. Click here to read more about: Choosing a Company Name.

In Singapore, there are a few other basic requirements to be met before the incorporation can proceed:

Read more about the basic requirements here: Detailed requirements for company incorporation

In order to proceed with your Incorporation, you will first need to decide on a desirable company name. Click here to read more about: Choosing a Company Name.

Read more about the basic requirements here: Detailed requirements for company incorporation

Step 2:
Approach your Company Secretary to reserve the company name & prepare the incorporation documents

Once all the requirements have been fulfilled, you can approach your company secretary to reserve your company name and to start preparing all the necessary incorporation documents.

Appoint Lionsworld as your Corporate Secretary:

If you are in Singapore:
– Simply come to our office with the NRICs/passports of all the directors and shareholders OR
– 
Fill in the online form here and we will contact you to proceed with preparation

If you are Overseas:
Fill in the online form here and we will contact you to proceed with preparation

Appoint Lionsworld as your Corporate Secretary:

If you are in Singapore:
– Simply come to our office with the NRICs/passports of all the directors and shareholders OR
– 
Fill in the online form here and we will contact you to proceed with preparation

If you are Overseas:
Fill in the online form here and we will contact you to proceed with preparation

Step 3:
Gets all your documents signed & filed to complete your incorporation

Once all the incorporation documents are prepared, you and your other company directors and/or shareholders will have to sign the documents.

All documents have to be originally signed.

* Documents which are e-signed may not be recognized during any disputes or conflicts. Click here to read more about: Digital & Electronic Signatures

As some official incorporation documents will need to be officially witnessed and notarized, directors/shareholders who are overseas or unable to visit can sign in front of a notary public. Click here to read more about: Notarizing Documents.

All documents have to be originally signed.

* Documents which are e-signed may not be recognized during any disputes or conflicts. Click here to read more about: Digital & Electronic Signatures

As some official incorporation documents will need to be officially witnessed and notarized, directors/shareholders who are overseas or unable to visit can sign in front of a notary public. Click here to read more about: Notarizing Documents.

I’m a foreigner and I want to incorporate a Singapore company. Can a foreigner incorporate in Singapore?

Foreigners can incorporate or register their Private Limited (Pte. Ltd.) Company in Singapore as long as they also fulfill the requirements.

However, for non-Singaporeans or foreigners, there are a few additional information that you will have to take note of:

  • You must engage a professional firm to register your Singapore company – under Singaporean law, non-resident individuals or entities cannot self-register a company.

  • You are not required to obtain a Singapore work visa to incorporate a private limited company if you are operating your company from overseas. You can visit Singapore on a visitor visa when you need to attend to company matters on a short-term basis.

    • However, in such cases, you will need to find a local director to fulfil the minimum one resident director requirement. 

  • If you plan to move to Singapore to operate your company, you are required to obtain an Employment Pass or Entrepreneur Pass, which will allow you to act as the local resident director of your company.

 

Must I sign the incorporation documents in person? 

Yes, all official company documents will need to be originally signed.

As many of our clients know, at Lionsworld, we do not accept electronic signatures or digital signatures.

The reason is simple: At the current moment, the only form of digital signature legally recognized in Singapore is your SingPass. Unfortunately, as SingPass is used exclusively for government operations, private companies are currently unable to utilize SingPass for their own functions.

As such, there is no legally recognized means of digital/electronic signature in Singapore at the moment.

In order to ensure that a document is to be recognized and binding via a signature, one must still provide an original, hard copy signature of the document. Certain documents, such as incorporation documents, change in directorship and shareholding of a company, must even be notarized and/or properly witnessed in order to ensure that the signature is original and to ensure that the person signing the document meets the legal requirements of identity.

With the same reasoning, documents will not be legally recognized if they are uploaded online. This is true even if the original documents were originally signed in-person.

At least one original signed copy of the company documents should always be kept inside the company minute book in order to ensure that all company documents remain well-maintained, recognized and legally binding to avoid any possible disputes.

Click here to read more information on: 
Digital Signatures in Singapore

 

What if I am unable to sign my company’s incorporation documents in person? 

If you are unable to sign your company’s incorporation documents in person at our office, you can sign it remotely and send it back to us. 

Incorporation documents will need to be notarized by a notary public in order to ensure their legitimacy. It is the duty of the notary public to ensure that all information and signatures on a document are legitimate.

Click here to read more information on:
Notary Public and Notarisation of documents for Incorporation of Private Limited (Pte. Ltd.) company in Singapore

 

What is the cost of incorporation in Singapore?

The official government fees required by the Accounting and Corporate Regulatory Authority (ACRA) of Singapore is $315.

Lionsworld Incorporation Package

S$180 only, Incorporate in 1 hour!

Incorporation Package

  • Processing and Filing Fees – S$180
  • Government Fees – S$315
  • 50% OFF 1st Year Secretarial Service – S$300
  • FREE Co-sharing Lounge and Business Clubhouse usage for 3 months from incorporation (worth S$225)
  • FREE Marketing services (worth S$5,000+)
  • FREE usage of Conference & Meeting Room for 3 months from incorporation (4 hours/month, worth S$600)
  • FREE due diligence of up to 2 local officers (worth S$200)
  • FREE Share Certificates
  • FREE Company Profile
  • FREE assistance for bank account opening with a bank of your choice
  • FREE Memorandum & Articles of Associations
  • FREE First Director’s Minutes
  • FREE E-Certificate of Incorporation
  • FREE Attestations and Witnessing

Tel: +65 6336 9911
Whatsapp: +65 9869 5512
Email: helpdesk@lionsworld.com.sg

Lionsworld Incorporation Pte. Ltd.
111 North Bridge Road #21-01 Singapore 179098

(iii) After Incorporation

How will I know if my company has been successfully incorporated?

Once your Singapore private limited company (Pte. Ltd.) has been successfully incorporated or registered, you will receive an official email notification from ACRA notifying you that your company has been incorporated. 

This email will also inform you of your company’s registration number and is treated as the official certificate 

A hard copy of the certification of incorporation is no longer issued by default. However, if you need one, you may approach your company secretary to assist you in obtaining an official hard copy certification from ACRA.

Besides the certificate of incorporation, you will also be able to obtain a PDF version of your company business profile. This is included in your incorporation package with Lionsworld.

The company business profile will normally be available within 24 hours after Incorporation and will contain the following key details:

  • Company name and registration number
  • Previous names for the company, if any
  • Incorporation date
  • Principal activities
  • Paid-up capital
  • Registered office address
  • Shareholders’ details
  • Directors’ details
  • Company secretary details

The email notification of incorporation and company business profile are sufficient in Singapore for most legal and contractual purposes, including the opening of corporate bank accounts, signing of office leases, subscriptions to telephone/internet services, etc.

 

What other documents for my company do I need?

Some of the other items you will almost certainly need upon registration of your Singapore company include:

  • Share certificates for each of the shareholders
  • Share register indicating shares allotted to each of the shareholders

These 2 documents are also included in your incorporation package with Lionsworld.

In addition, the following 2 items can be prepared for the company as well:

  • Company seal for the company
  • A rubber stamp for the company

These are optional as ACRA no longer makes it mandatory for companies to have a company seal and rubber stamp. 

 

Are there any further filings that will need to be completed?

By the Company’s Act, all private limited companies in Singapore are required to complete the following procedures every year. This is mandatory regardless of the status of the company, i.e. if the company is dormant or active.

1) Annual General Meeting (AGM)
Every year, it is mandatory for the company or the accountant of the company to prepare the Financial Report of the company. After the report has been prepared, the shareholders are to hold an AGM to go through the financial report of the company in order to raise any doubts about the financial position of the company. The AGM must be completed within 6 months after the financial year end of the company.

2) Annual Returns (AR) Filing
After the AGM is complete, filing has to be done to ensure that company’s information on ACRA’s register is up to date. The Financial Report (if any), the AGM date and the financial position of the company has to be filed to ACRA during the filing process. The Annual Returns Filing must be completed within 7 months after the financial year end of the company.

3) Any changes in the company structure (if any)
Any and all changes in the company structure needs to be filed to ACRA. Similar to the AR filing, this is to ensure that the company’s information on ACRA is up to date. Changes in the company structure include:

  • Change in directorship or shareholding structure
  • Change in paid up capital
  • Change in Registered Business Address

These filings may not necessarily be done at the end of the financial year, but has to be filed to ACRA as soon as the changes have been agreed upon by the shareholders.

4) Register of Reigstrable Controllers
As part of ACRA ongoing efforts to uphold Singapore’s reputation as a trusted financial hub, every company, foreign companies and Limited Liability Partnership (LLP) incorporated in Singapore must lodge and maintain with ACRA an up-to-date copy of the company’s RORC.

The RORC is a document maintained privately by companies with information of their controller. The information maintained in this register includes the names and identifying details of their controllers as well as information of their citizenship or places of registration in the case of legal entities. The purpose of this register is to further enhance the transparency of ownership and control of corporate entities.

The information submitted on ACRA will only be made available to law enforcement agencies and member of public would not have access to the information.

Click here to read more information on:
The Register of Registrable Controllers (RORC) in Singapore

 

What happens if I do not complete my filings on time?

It is an offense under the Company’s Act to fail to file annual returns, hold AGMs and prepare company financial reports. ACRA can choose to charge a fine (up to S$600 per financial year) or exercise their right to summon the directors to court.

Likewise, failure to file all other changes in the company to ACRA will also incur fines and possible prosecution for the company. Hence, it is necessary for the company or the company secretary to be aware of the due dates for AGM and AR filing in order to avoid such penalties.

From 1 May 2021, the AGM and Annual Returns filing penalties by ACRA will be revised to as follows:

The AGM must be held within 6 months of the Financial Year End of the company. If the AGM is held later than 6 months, a penalty of S$300 will be charged by ACRA.

The Annual Returns have to be filed within 7 months of the Financial Year End of the company.

  • If the filing is done within 8-10 months of the financial year end, there will be a S$300 penalty charged by ACRA
  • If the filing is done after 10 months of the financial year end, there will be a S$600 penalty charged by ACRA

Click here to read more information on:
Annual Company Filings in Singapore for Private Limited (Pte. Ltd.) Company in Singapore

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