What You Need to Know About Business Registration in Singapore in 2024

Ranked second globally for ease of doing business, Singapore is one of the world's top destinations for startup companies. The country offers low corporate tax rates, tax exemptions for startups, a strong economy, well-established capital markets, and a strategic geographical location in the Asia-Pacific region. It is also one of the world's most connected countries, with 600 port links spanning over 120 nations.

For entrepreneurs and business owners looking to extend their presence by incorporating their companies in Singapore, understanding local regulations and key considerations is essential. 

Read on to learn everything there is to know about business registration in Singapore.

To incorporate a company in Singapore, several requirements need to be met. These are outlined below:

Directors 

Under Singaporean law, every company must appoint at least one local director, also known as a resident director.

A resident director must meet the following criteria:

• Be a natural person (an individual, not a corporate entity, as corporate directors are not recognised under Singapore law).
• Be at least 18 years old.
• Be a Singapore Citizen, Singapore Permanent Resident, or EntrePass holder. An Employment Pass holder may also qualify, but they must first obtain a Letter of Consent (LOC) from the Ministry of Manpower before being appointed as a company director in Singapore. 

Foreign businesses without a local partner often opt to use a 'nominee director' to fulfil this requirement. A nominee director in Singapore typically does not manage the company or make decisions; their main role is to provide a local presence for the business.

However, it's important to note that under the Companies Act, a nominee director carries the same legal responsibilities and liabilities as any other director. They must adhere to all regulatory requirements, including maintaining the minimum salary, holding annual general meetings, and more. Given the significant responsibilities involved, engaging a nominee director results in higher costs.

Shareholders 

Companies in Singapore need to have a minimum of one shareholder and no more than 50. 

Shareholders can be individuals or corporate entities. Individual shareholders can be Singapore citizens, permanent residents, or foreign nationals who hold valid visas, while corporate shareholders can be companies or limited liability partnerships.

Shares may be fully or partially paid up. 100% foreign shareholding is permissible.

Company Secretary

Companies are required to appoint a company secretary — who must be a natural person and a Singapore resident — within six months of incorporation. 

A company secretary or a corporate secretary in Singapore is responsible for ensuring that a company complies with the necessary provisions and regulations. 

The company secretary also ensures that board members maintain their responsibilities towards the company while updating statutory registers such as the register of substantial shareholders. 

Share Capital 

To set up a company in Singapore, you’ll need a minimum paid-up capital of SGD 1 or its equivalent in any currency. Shares may also be issued in any major currency. However, Singapore dollars are preferred for convenience.

At any stage post-registration, the share capital can be increased. Additionally, companies are required by law to retain share capital for the duration of their existence. 

Those with paid-up share capital of SGD 500,000 or more are automatically registered as members of the Singapore Business Federation (SBF), the leading business chamber that advocates for the Singapore business community. SBF provides benefits such as access to a local and international business network, but an annual membership fee starting from around SGD 300 is required.

A Registered Address 

It is mandatory for companies to have a local registered address in Singapore, which cannot be a PO Box. All of a company’s statutory documents should be kept at the local registered address. 

You have several options for finding a registered business address, such as establishing your own dedicated office space, renting a co-working space or using Singapore corporate service providers that offer registered address services.

A virtual office can serve as your registered business address in Singapore. However, not all providers meet ACRA's standards, so it's important to ensure that the provider is a registered filing agent that can handle ACRA-related obligations and comply with their regulations.

An Approved Company Name

A company name must be approved by Singapore’s Accounting and Corporate Regulatory Authority (ACRA). Companies are restricted from commencing business activities until their company name is approved. 

SingPass ID

SingPass is a digital identity for residents and pass holders in Singapore, enabling access to various government services, including the online business registration portal. You will need a SingPass ID to log in to the government portal to proceed with the application. 

If you're not eligible for a SingPass, consider collaborating with a registered filing agent, such as a law firm, an accounting firm, or a company incorporation service provider, to assist you with the incorporation process.

There are three main types of business entities in Singapore, each with its own subtypes. Each type has different requirements, advantages, disadvantages, and characteristics. 

Below are the most common and recommended options when registering a business in Singapore.

Private Limited Companies (Pte Ltd)

A Private Limited Company (Pte Ltd) is the most common business type in Singapore. This type of structure has fewer than 50 individuals who hold ownership shares, and these shares are not available for public trading.

When compared to other types of companies in Singapore, a private limited company is the most advanced entity. It also happens to be more flexible and scalable, as it can easily adapt to changes in ownership and capital structure, facilitating efficient expansion. 

Moreover, this structure offers limited liability protection to its owners, meaning their personal assets are shielded from the company's debts and liabilities. In the event of financial difficulties, owners are only liable for the amount they invested in the company, reducing their risk and encouraging investment.

Individuals and companies can be shareholders of this type of company. 

Sole Proprietorships 

A sole proprietorship is a simple business structure in which a single individual owns and operates the business. It is easy to set up and has fewer regulatory requirements compared to other business types.

This structure is commonly used for small businesses, such as a consultant providing marketing services, a freelancer offering online services, or a small handmade goods shop operating from home.

A sole proprietor in Singapore must be either a Singapore citizen, a permanent resident, or a holder of an EntrePass. 

While this form of company is straightforward, it comes with a higher level of risk.  Under Singapore law, a sole proprietorship is not a standalone entity. Hence, the business owner and the business are considered as one and the personal assets of an owner are not protected from the business debt and liability. 

A sole proprietorship is taxed at personal income tax rates and exempt from tax incentives. 

Limited Liability Partnership (LLP)

A limited liability partnership (LLP) combines the features of companies and partnerships. 

A partnership usually involves two or more people managing a business and sharing its profits and liabilities. However, a limited liability partnership allows partners to share profits while limiting their personal liability for the business’s debts. Each partner is protected from being personally responsible for the actions or negligence of the others.

In Singapore, a partner in an LLP can be an individual, a local company, a foreign company, or another LLP. However, you must be a Singapore citizen, a Singapore permanent resident, or a holder of an eligible Foreign Identification Number (FIN) to set up this entity.

It is generally established to carry a profession — such as architects or lawyers — who wish to join and form a practice in their shared field. 

Profits in an LLC are taxed at the partners’ personal income tax rates if the partner is an individual. Conversely, profits are taxed at the corporate tax rate if the partner is a corporate body. 

In a general partnership, there is a maximum of 20 partners; exceeding this requires registration as a private limited company (Pte Ltd). However, in a limited liability partnership (LLP), there is no maximum limit on the number of partners.

Not only is setting up a new company in Singapore fast and cost-effective, but it can also be done entirely online. 

The key steps involved are having a company name approved by ACRA, preparing the necessary company registration documents, and registering the company with ACRA.

Step 1. Approval of Company Name

Prior to the registration process, companies in Singapore need to have their name approved by ACRA. You can submit your selected name for approval online through the ACRA BizFile+ website by locating the “application for a new business name” button.

A company name MUST NOT:

• Infringe on any trademarks 
• Be identical to any existing business in Singapore. You can verify if your selected name is already in use or reserved by searching for it on the ACRA BizFile+ e-services, which is the same website you have to use to submit your selected company name. You can also check trademarks on the IPOS Digital Hub.
• Be classified as vulgar. 
• Be reserved by another business. 

Provided that a company name adheres to ACRA regulations, the approval process generally takes less than an hour. However, this process may be delayed if the name is referred to another government authority for additional approval. This can happen if the name contains regulated business words like “legal” and “finance”.

Once a company name has been approved, a company can reserve the name for a maximum of 120 days. If the name is not incorporated during that time, then it becomes released and available to other parties. 

The application fee for the name is SGD 15. 

Step 2. Preparation of Company Registration Documents

Upon approval of a company name, the next step is to ensure the below documents are ready. These documents are required by ACRA and must be in English or officially translated into English: 

• Company Constitution (formerly known as the Article of Association). The standard Singapore Company Constitution, consisting of terms that are deemed fair for all parties involved in the incorporation, is available from ACRA. 
• Signed Consent to Act as Company Secretary by the company secretary.  
• Signed Consent to Act as Company Director by each director of the company. 
• Identification and residential address details that apply to each director and company shareholder. 

In accordance with AML regulations, a company’s Corporate Service Provider must conduct a Know Your Customer (KYC) due diligence, and the following supporting documentation will typically be required: 

• Verification of ID and proof of address documents 
• Professional background pertaining to officers and stakeholders of the proposed company

Step 3. Registration with the Singapore Company Registrar, ACRA 

After all incorporation documents have been prepared, it’s now possible for a company to be registered with ACRA. 

Go to https://www.bizfile.gov.sg and fill out your application. This is an online process that generally takes less than an hour. However, if the company registration has to be passed to another government agency for further approval, it can take several weeks to finalise this process. 

Here are what you should receive and the next steps you may need to take after your company or business entity is registered: 

• Certificate of Incorporation - You should receive an email from ACRA that confirms the registration of your company, together with the official Singapore Certificate of Incorporation. 
• A Unique Entity Number (UEN) Unique Entity Number (UEN) - Your registered business will be assigned a Unique Entity Number (UEN), which acts as its distinctive ID for all dealings with Singapore government agencies.
• Business Profile - You should receive a free business profile from ACRA. This profile essentially acts as the online business card of the company. 
• Business License Application - After registering and before starting a business, you may need to apply for business licenses in Singapore. This depends on the type of business being conducted. For example, pharmacies, pet shops, and telecommunication stores must apply for a business license.
• Corporate Account - Once registration is complete, it’s best to open a business account to manage business transactions in Singapore. You can open this with any of the major banks in Singapore or consider non-bank alternatives such as payment service providers, fintech companies, or neobanks.
• Goods and Services Tax - For companies that anticipate an annual turnover of more than SGD 1 million, they must register for the Goods and Services Tax (GST)

To check if a business is registered in Singapore, you can use ACRA's free online directory search. Simply enter the name of the business entity and click "Search." 

Alternatively, you can use the UEN search tool at UEN Search. Just enter the UEN number and search to verify whether your business or any other business you’re dealing with is registered in Singapore.

Using incorporation services to register a business in Singapore typically costs between SGD 2,350 and SGD 3,500, depending on the scope of services provided. 

While government fees and the cost for a certificate total around SGD 350, there are additional fees to consider, such as those for a company secretary.

Here’s a breakdown of the potential costs associated with starting and registering a business in Singapore. 

• Company name application with ACRA: SGD 15. 
• Local company application fee: Around SGD 300. 
• Sole proprietorships and partnerships application fee: Around SGD 100 - SGD 160. 
• Certificate of incorporation: SGD 50 
• Qualified company secretary fees: About SGD 300 for basic needs to SGD 1,500 for full compliance, depending on the complexity of your structure
• Registered address: Registered address fees vary by location and provider. This is required if you don’t already have an address in Singapore.
• Nominee director fees: About SGD 1,000 to SGD 5,000 per year, as they assume significant risk. You may need a nominee director if you don’t have a local partner or anyone holding a pass that qualifies them to be a director under Singapore regulations.

Typically, your application will be approved for review within 15 minutes after the registration fee is paid. The review will then take a few days to a week. According to World Bank statistics from 2019, the average time is about 2 days. 

However, if your application requires further review by referral authorities, it may take anywhere from 14 to 60 days.

If you are looking to incorporate a company in Singapore, Statrys can help. Statrys offers a complete company incorporation service in Singapore, providing everything you need in one package for one price. 

Here’s a summary of the package: