There is a lot of information about Singapore company setup or formation all over the internet, however it is scattered all over the place and this is an attempt to summarize the relevant information at one place to provide overview of all the basic information as well as incidental and ancillary matters at a glance as well as DIY TIPS.
- Director: Minimum one Director. Only individuals can be a director (i.e. corporate directorships are not allowed). Minimum age for being a director is 18 years. Also there is a requirement is that at all times, all Companies must have one locally resident director. Please click here to know who can act as a local director for Singapore Companies
- Shareholder: Minimum one shareholder. Either an individual (more than 18 years) or a corporate entity can be shareholder. No minimum local shareholding requirements.
- Company Secretary: One Locally resident Company secretary. Please click here to know who can act as a company Secretary for Singapore Companies The position of Company secretary shall not be vacant for a period of more than six months. If the Company has only one director, he can not act as company secretary as well. Singapore companies can have more than one company secretary.
- Registered Office Address: All Singapore companies must have a local address as a registered office address. If an HDB (Housing Development Board) residential flat address is to be used as registered office address, a prior approval from HDB is needed.
- Business Activity: Object clause of Singapore Company’s Constitution are drafted normally in a way to allow all kind of activities. However Company has to choose a minimum of one and a maximum of two SSIC code (business activity code) which is to be reflected on its business profile. Please click here to know more about business activity/SSIC code for Singapore Companies.
- Constitution : Previously known as Memorandum and Articles of Association of the Company (M&AA), now known as constitution. Companies have a choice to use custom constitution or to use model constitution as effective at time of incorporation or a third choice to adopt model constitution documents as may be varied time to time by the law. Please click here to know more about/ download model constitution.
- Share Capital: Minimum of one share in any currency. There is no maximum limit/ authorized capital as well as any premium or discount on issue of shares. Please click here to know more about share capital of Singapore Companies.
- Singpass/Corporate Services Provider (CSP): All filings to ACRA (Singapore’s Registrar of Companies) are to be made online via Bizfile website which can be only accessed through Singpass. Singpass is only issued to Singapore residents. If you do not have singpass, you will require services of a Corporate Services Provider to complete filings for you. Click here to know more about Singpass/ Corporate Services Provider (CSP).
You may also refer to my info-graphics on checklist for incorporating in Singapore
- Passport copy and address proof of foreign based director(s), if any- for filing information with ACRA (Singapore Registrar of Companies), copy is not required to be uploaded to ACRA
- Copy of NRIC (front and back) for local director. If local director is a Foreigner residing in Singapore, copy of his FIN card and his address proof – for filing information with ACRA, copy is not required to be uploaded to ACRA
- Copy of identification document (passport/NRIC/FIN as mentioned above, as the case may be) and address proof of individual shareholder(s) – for filing information with ACRA, copy is not required to be uploaded to ACRA
- If one or more of shareholders is a corporate entity, copy of its certificate of incorporation and address proof – for filing information with ACRA, copy is not required to be uploaded to ACRA
- Copy of Consent to Act as Director(s) from all directors in prescribed form 45 – copy is not required to be uploaded to ACRA
- Copy of Consent to Act as Secretary from company secretary in prescribed form 45 B – copy is not required to be uploaded to ACRA
- Copy of customized constitution documents (currently called M&AA) if customized constitution document is being used. It need not mandatorily be signed but a signed copy must be kept at registered office address of the Company at all times.
Step 1: Name availability and name reservation
The first step to incorporate a Company will be to choose a name. Name of the company should be unique and should bear no similarities to any existing registered business.
Name application has to be made via bizfile website using your singpass or a CSP and following information is to filled in at the time of name reservation:
- Particulars of directors (name, identification no, nationality, date of birth, email address, local mobile no. and address)
- Particulars of shareholders (shareholding structure or share capital details are not required at this stage)
- Business activity (SSIC) code (minimum one and maximum two) and custom description thereof, if any
- Proposed name
Above details could be changed at time of Incorporation once name has been approved, so don’t worry if there has been any changes in structure of company.
Once the form is submitted, bizfile will automatically let you know if proposed name is available or not. If the name is available, you can proceed with online payment (S$15) and the name will be reserved for 60 days. Normally name approval is instant. However, please note that names containing certain words and/or certain SSIC codes may require approval of other government bodies which may take 2 to 14 days.
A further 60 days extension of any reserved name is possible on payment of another $15.
If the bizfile system shows that a certain name is not available, you may submit an appeal stating reasons or no objection letter from existing business owners/directors stating that they have no objection to use of such similar names. You may have to wait for few days for outcome in appeal cases.
Step 2: Signing of Incorporation documents
The documents to be signed before company is to be incorporated are as under:
- Constitution to be signed by the subscriber(s)
- Form 45 (consent to act as director) to be signed by first director(s)
- Form 45 B (Consent to act as Secretary) to be signed by Company secretary
- Nominee director and/or Corporate secretarial and/or registered office agreement, if applicable
Please note that ACRA does not require any of the documents to be notarized/consularized/legalized and any such requirement from any professional firm is their internal requirement. Any document requiring witness (such as M&AA) can be witnessed by an adult and ACRA has no objection to the same.
Please also note that some professional firms may have additional documentary requirement as per their internal documentation and/or KYC purpose, specially if they are providing nominee director services.
Step 3: ACRA filing for incorporation and payment
Once the document are signed and name has been approved and reserved, the filing for incorporation is required to be made and following additional details (apart from details mentioned in name reservation lodgement) are to be mentioned in such filing for incorporation:
- Registered office address of the Company- must be a commercial address or a pre-approved HDB address
- Share capital details:
- Currency of capital
- Total No of shares being subscribed at time of incorporation
- Value per Share
- Amount of paid up share capital
- Whether the shares are being allotted for Cash or for consideration other than cash. For consideration other than cash allotments, you will have to fill in additional details about basis of capitalization.
- Details of Company secretary(ies)
- Details of additional directors/shareholders and/or any addition or deletion of directors or shareholders which has not been mentioned during name application.
- Constitution documents(M&AA)- to be uploaded to ACRA if it is a customized constitution document. Alternatively options out of standard constitution documents are to be selected
- Allotment of shares details- break down of shares between shareholders (no of shares being subscribed by each shareholder) and type of shares being taken are to disclosed herein.
Once the above filing has been made and if you are doing it DIY, an endorsement for acceptance of positions of Director/Shareholder/Company Secretary will be required to be made by logging in to bizfile using their singpass by the respective persons before payments can be made.
However if you are using services of a Corporate Services Provider (CSP), no endorsement is required and payment can be made straightaway. The fee for incorporation of a private company is currently SGD 300. Payment can be made online via using E-nets/Visa or MasterCard or a direct debit from Singapore based local banks via online banking.
It is recommended, but not mandatory, to purchase business profile also at a discounted rate along with incorporation payments.
Alternative Route- One Step Incorporation (new option which included Step 1,2 & 3)
UPADATE: With effect from January 2016, ACRA has implemented one step incorporation whereby name reservation filing and incorporation have been merged into one step and all filings can be made in one go and one time payment can be made.
However please note that this is only for the cases whereby there is no name appeal or name referral is involved.
Step 4: Receipt of E-notification for incorporation & First Board Meeting
As soon as payment is made, the company registration no (A.K.A. UEN- Unique Entity Number) is displayed on payment receipt and the company can start the business activities immediately. An e-mail notification for incorporation is sent immediately which confirms the incorporation of the Company and usually a copy of this e-notification is placed on top of incorporation document (after the cover page).
Traditionally soon after incorporation, a first board meeting is convened either physically or via written resolution (by circulation) to take note of following matters:
- Take note of Incorporation of company, its registration number
- Take note of a copy of its Constitution
- Take note of acceptance of offices by director(s)
- Take note of acceptance of offices by Company Secretary(ies)
- Take note of allotment of shares to subscribers to the constitution
- Take note of registered office address of the Company
- Resolve to finalize the financial year end of the Company
- Resolve to adopt the common seal of the Company
You may also refer to infographics on steps to incorporate a Singapore subsidiary Company which is also relevant to company with individual shareholders as well.
POST INCORPORATION – RELATED MATTERS
Certificate Confirming Incorporation:
Normally some countries issue separate hard copy certificate of incorporation however only an e-notification is issued in Singapore. If required there is an option (but not mandatory) to purchase a certificate confirming incorporation and you may click here to know more about it.
Please note that now ACRA issue Certificate confirming Incorporation in two formats- Soft copy only via email and hard copy via post/collection at counter
This is the equivalent of certificate of incumbency in other jurisdiction, and is a public document which can be purchased by anyone, containing basic public information about directorship/shareholding and other details about the Company and is required by banks as well for opening of bank account. Click here to know more about business profile.
Share certificates are mandatorily to be issued after incorporation under the common seal of the Company. If your consultant has not provided it to you/ or you have not issued it yet after incorporating your company, have it issued now. You may click here to know more about share certificates of Singapore Companies.
Financial Year End:
Unlike some other countries, Singapore registered companies have liberty to choose any date as their financial year end. It is advisable to keep your first financial year end within 365 days of incorporation to maximize the benefits of First Three Years Income Tax Exemption for Newly Incorporated Singapore Companies.
All Singapore Companies are mandatorily required to have a common seal. Common seal is a metallic seal which is embossed on important documents (such as share certificates) and leaves an impression like ones on credit cards once affixed on documents. Click here to know more about common seal of Singapore companies.
A rubber seal is not mandatory for Singapore Companies. However most of the companies prefer to have one. Normal practice is also to mention registration number of the company on rubber seals.
Invoices and Letterheads:
It is mandatory to mention the company registration number (UEN No.) on invoices and letterheads and other official stationery of the Company, if any.
A bank account is not mandatory for a Singapore company but of course required unless the company is going to be dormant. Most of local banks will require a physical presence to open a bank account however some banks do allow remote bank account opening in certain cases.
A bank signatory need not be a company director or shareholder for Singapore based bank accounts.
It is not mandatory for a Singapore company to open a bank account in Singapore itself and bank account for the company can be made in any other country as well.
Income Tax Registration:
No separate income tax registration is required for Singapore Companies and the company automatically gets registered with Income Tax Authorities (IRAS- Inland Revenue Authority of Singapore) once the company is registered with ACRA.
Your Company registration no (UEN no) also serves as tax reference number for all tax purposes.
Goods and Service Tax (GST) Registration:
GST registration for a Singapore company is optional for the companies having annual turnover of less than 1 million SGD. However it is mandatory for companies having turnover more than S$1 million (subject to certain exceptions).
Technically, the turnover threshold figure is not SGD 1 million per year but SGD250,000 per quarter
Customs registration is not mandatory and is only required for the Companies which are importing goods in to Singapore or exporting from Singapore. However, in certain cases, if you have appointed a clearing agent, he may take care of it using his customs registration.
Annual Renewal/AGM/Annual Filings:
Unlike some offshore Companies, Singapore Companies do not have fixed tenure and are perpetual in nature. Non renewal/ non- annual filing will nott close the company automatically and the liabilities for annual compliance will continue until an application for striking off is made and approved by ACRA or the company is formally liquidated.
Companies are required to prepare the un-audited/audited (as applicable to the company) financial statements in accordance with applicable accounting standards and thereafter convene Annual General Meeting (AGM) and file annual return with ACRA and tax returns with IRAS.
You may click here to know more about Compliance matters and compliance calendar for Singapore Companies
Small Companies belonging to small group having annual turnover of less than 10 million SGD are exempt from auditing its accounts (subject to qualifying conditions). Please refer to this link to know more about criteria fro small companies and audit exemptions.
Striking off and Winding-up are two ways to close down a Singapore company. Striking off is the fastest and cheapest method to close down the Company. You may refer to this info-graphics about for criteria for striking off a Singapore company.
Alternatively a liquidator can be appointed to wind-up the affairs of the Company by following prescribed procedures.