How To Register a Company in Singapore in 2024

Whether you’re running an online business or you’re operating locally in Singapore, there are plenty of good reasons to join the thousands of new businesses that are incorporated here each year.

Officially starting our business requires these key steps: 1. Choose a structure, 2. register it with the authorities, 3. satisfy their corporate secretary and director requirements, and finally 4. open a business account. 

Choosing a business structure is extremely important. It is like laying the foundations for your house – or perhaps more like designing the floor plan. Just like a house structure, different business structures will suit you depending on your business plan and business model. 

Additionally, different business structures will require different processes and requirements to register. Common business structures are Private Limited Companies (similar to Limited Liability Companies in other jurisdictions), Sole Proprietorships, and General Partnerships.

To officially start your business in Singapore, you must register it with the Accounting and Corporate Regulatory Authority (ACRA). 

This can be done online using the Singaporean government’s official platform – BizFile+. You will need a company name, a description of business activities, shareholder details, and a registered address.

Singaporean law requires every company to appoint a corporate secretary and at least one director - usually within six months of incorporation, and they must be locals.

The corporate secretary of Singapore is responsible for ensuring regulatory compliance and maintaining company records. 

Your local director may not necessarily partake in all decisions, but they should still satisfy the government requirement such as minimum salary, holding the annual general meeting, and so on. 

It is highly recommended that you open a business bank account for your business. Though you may be unfamiliar with the bank account opening process in Singapore, it’s actually simple. 

1. Choose your business account provider. 
2. Prepare your documents. This usually includes ID and various financial or business documents. 
3. Fund the account and begin using it.

A business account provides several benefits, including:

• Separation of Business and Personal Transactions: Keeping business transactions distinct from personal ones.
• Effective Tracking of Business Finances: Facilitating the monitoring of business cash flows, income, and expenses.
• Simplified Tax Filing: Assisting in financial data organisation, making it easier to file accurate tax returns.

Depending on the type of business and business structure, it usually takes 1 working day. The authorities will start processing once the name application fee is paid and will be completed within 15 minutes. However, for more complex businesses, it may take up to 2 months if the application needs to be referred to another agency for approval or review. 

Incorporating a business in Singapore costs SGD 15 for the company name application and SGD 300 for the registration fee. You can purchase a certificate of incorporation at the price of SGD 50. Alternatively, you can engage an agent to incorporate your business. Such services usually include the cost that has to be paid to the government. 

A sole proprietorship or general partnership is Singapore's most basic form of business structure. Simply put, a single individual providing or doing activities can register himself or herself as the owner to become a formal business. This is the basic concept of a Sole Proprietorship. 

Some examples could be a person who runs a small convenience store in front of his or her house, an individual providing services like a freelancer, or even an artisan. Note that a sole proprietorship is not a separate legal entity from its individual owners, even if it is licensed and registered as a business or similar legal entity. This means there is unlimited liability to taxes and debts from the business and the individual who runs it.

While a Singapore Private company can have two or more partners, it is limited by a maximum of 50 shareholders. A Public Company Limited can have more than the allowed amount of shareholders for a Private company and can raise capital from the public. A key element of this business structure is its legal identity, which is separate from its owners. This means that the liability of the Private Limited Company allows the shareholders, being either a corporate entity, individuals, or a combination of both, to limit their exposure, safeguarding their personal assets and privacy by being a separate legal entity. This also ensures no individuals are personally liable for any debts incurred.

If you’re familiar with the term limited liability company in a different jurisdiction, you may note that there are general similarities between a corporate structure like a Private Limited Company and a limited liability company. However, while the terms are sometimes used interchangeably, it is important to use the exact term to denote the legal status of your Singapore company when communicating with officials or even to investors when you raise capital. 

A Limited Liability Partnership (LLP) serves as a business structure in Singapore, providing owners with the flexibility of a partnership combined with a separate legal identity similar to a private limited company. This allows businesses to operate with limited liability for the partners.

For the fiscal year 2024, Singapore's corporate income tax rate is 17%. Singapore's flat and fixed tax rate makes it an attractive business destination. To determine your business tax, follow these steps.

1. To determine your taxable income, calculate your gross income. Next, subtract your operational expenses to obtain your net profit or loss. Your taxable income, also called chargeable income, is equivalent to this net profit or loss.
2. Determine your total deductions. Singapore provides various tax benefits, such as tax exemptions, rebates, incentives, and deductions, that can help reduce your tax burden. These benefits can result in substantial savings that you can use to lower your tax liability.

For example, start-up companies can receive full or partial exemptions for up to three years. Additionally, there are tax deductions and incentives for business activities like research and development, investment in approved activities, or qualifying expenses.

Your taxable or chargeable income is calculated by adding up your exemptions, incentives, and deductions and then subtracting the total from your income. This gives you your net taxable or chargeable income.

1. Calculate the corporate tax - Here is the formula for calculating your corporate tax in Singapore: [Chargeable income - (Exemptions + Incentives + Deductions)] x 17%.

For example, Company X made a $1,000,000 profit in 2022. The total tax rebates, exemptions, incentives, and deductions were $300,000. His corporate tax calculation will be ($1,000,000 - $300,000) x 17% = $119,000.

Not all businesses in Singapore require a business license. However, certain businesses do require one. A business license is a permit issued by the Singapore government agency that gives you permission to run a specific type of business. Certain types of businesses require a license before they are allowed to operate. Here is a table to illustrate businesses and their licenses and permit requirements:

Yes, a foreigner can register a company in Singapore. If you plan to start a company in Singapore and are moving there, you can register it with the relevant work visas or do so remotely by appointing a resident director or a nominee director.

The minimum requirements for a foreigner to incorporate a company in Singapore are:

• At least one shareholder
• At least $1 paid-up capital (in any currency)
• A local company secretary
• A Singapore-based director
• A registered address in Singapore

The Ministry of Manpower (MOM) allows entrepreneurs to obtain an EP after incorporating a company in Singapore. The EP allows you to enter Singapore and work for your new company.

MOM approves EntrePass for eligible foreign entrepreneurs starting businesses in Singapore with venture backing or innovative technologies. You can apply if you have started or plan to start a venture-backed or technologically innovative private limited company registered with ACRA. The company should be less than 6 months old or can be registered after EntrePass approval.

A corporate secretary, also known as a company secretary, is required by the Companies Act of 1967. Section 171 requires all companies in Singapore to appoint a corporate secretary whose main duty is to ensure that the company complies with Singapore’s laws. When the company is incorporated, Company Secretary can be left blank initially. However, the Company Secretary must be appointed within 6 months of incorporation.

Here are the main roles of a corporate secretary:

1. For the Company:

• Ensuring the company and the business activities follow all the rules.
• Protects the company's interests.
• Makes certain the company is governed well.
• Oversee the Company's deadlines to ensure that the company meets all deadlines to remain in good standing and have good corporate governance.
• Keeping and maintaining the statutory registers of the company.

2. For Company Directors

• Gives advice and support to the directors.
• Share information with directors so they can help in meetings.

3. For Company Shareholders and Stakeholders:

• Communicate regularly with shareholders and stakeholders.
• Protects the shareholders' and stakeholders’ interests.
• Shares financial statements on time for approvals by the directors during the Annual General Meeting, whether physically or by written means.

According to the Accounting and Corporate Regulatory Authority(“ACRA”), the key jobs of a Singapore corporate secretary include:

• Keeping important statutory company records; Filing annual returns;
• Organising board meetings for shareholders and the board of directors;
• Submitting all required documents on time; Helping with administrative tasks, and keeping minute books for meetings.;
• Ensuring good corporate governance is in place, legal and administrative support to the board; Making sure the board's decisions are carried out; Ensuring the company follows all the laws;
• Keeping abreast of legal changes and compliance requirements.
• Communicates well with shareholders; and 
• Prepares annual general meetings (AGM) with the company's directors, usually within six months after the financial year ends.

With its streamlined company registration process, coupled with its business-friendly environment, robust legal framework, and competitive corporate tax rates, Singapore continues to be a magnet for entrepreneurs worldwide.

Whether you are a local resident or a foreign entrepreneur, the steps outlined in this guide — from choosing a business structure to opening a business bank account — provide a clear roadmap to launching your venture in Singapore. By following these steps, you ensure compliance with local laws and set a solid foundation for your business operations.