9 Basic Requirements for Company Incorporation in Singapore

Did you know that Singapore ranks second globally for business efficiency and third for economic performance, according to IMD? It's no wonder that in 2023 alone, around 70,000 new companies chose to set up shop in this vibrant city-state. This means that Singapore's reputation as a global business hub continues to attract entrepreneurs from all over the world.

If you are an entrepreneur looking to join this thriving business environment, you’re in the right place. This guide will show you the 9 steps to incorporate a company in Singapore. 

Plus, we'll cover the crucial post-incorporation steps to ensure your business stays compliant with local regulations. 

Let’s take a look at the steps!

You need to fulfil the requirements to successfully incorporate your company, which include:

1. Choose a company name
2. Choose your company type
3. Choose your directors
4. Choose your shareholders and share capital
5. Appoint a company secretary
6. Set up a registered office address
7. Decide on your financial year-end
8. Prepare registration documents and file your incorporation
9. Obtain business licenses (if needed)

Let's break down each requirement in detail to get your Singapore company off the ground.

All company names must be registered with and approved by the Accounting and Corporate Regulatory Authority (ACRA) through their online portal, which charges a fee of SGD 15. The proposed name cannot be identical to any existing company name, nor may it contain various prohibited or undesirable words.

In addition to submitting the company name, the applicant must specify the activities the business intends to engage in using the relevant Singapore Standard Industrial Classification (“SSIC”) Code (“SSIC”) One company is allowed up to a maximum of 2 SSIC codes consisting of one Primary SSIC code, which is mandatory and one Secondary SSIC code, which is optional.

Once the name has been approved, the applicant can proceed to incorporate the company.  This must occur within 120 days from the date of name approval.

Note that your naming application may be referred to other Singapore Government agencies in specific industries. For example, when incorporating a real estate agency, applications will be forwarded to the Council for Estate Agencies. Similarly, applications for educational centres will be reviewed by the Ministry of Education (MOE). This additional review process typically takes between 7 to 14 working days.

Once approved, the company name and registration number must be provided on all business correspondence in accordance with the Singapore Companies Act 1987.

Appealing a Rejected Company Name

If your desired name has already been taken, but you have a strong reason to use it (e.g., you have the same name in other jurisdictions), you can appeal the decision. You'll need to provide relevant supporting evidence demonstrating your need for that particular name. The appeal process typically takes 14 to 21 working days.

Choosing the right company type for your company is important, because it will have long-term implications for liability, taxes, ownership, and overall management of your company. The Accounting and Corporate Regulatory Authority (ACRA) will also require this information during registration.

Common Types of Businesses in Singapore

Other Business Entities:

• Public Limited Companies: For larger companies seeking public investment.
• General Partnerships: For businesses with multiple owners sharing profits and liabilities.
• Limited Partnerships: For businesses with both general and limited partners.
• Branches: For foreign companies seeking to establish a presence in Singapore without forming a separate legal entity. It is an extension of the parent company.
• Subsidiaries: For foreign companies seeking to establish a separate legal entity in Singapore, with limited liability and potential tax benefits.

Company directors are responsible for managing the affairs of the company. All directors of companies must be natural persons, at least 18 years of age and in a full legal capacity, and not have been disqualified from being a director (e.g., being bankrupt or convicted of fraud or dishonesty offences).

This means, unlike in some other jurisdictions, foreign companies cannot be directors of Singapore companies themselves.

In addition, every Singapore company must have at least one director who is:

• A local resident of Singapore (Singapore citizen, permanent resident, or holder of an EntrePass or Employment Pass).
• A natural person (an individual, not a company).
• Of full legal capacity and 18 years or older.

What can businesses do if they wish to set up in Singapore but don’t know any Singaporean partners that they wish to incorporate with? One option is to appoint a ‘nominee director’: This professional director, with a permanent residential address in Singapore, is contracted by you (or sub-contracted by a firm you engage) to act on your advice when involved in managing the company's affairs.

Note, however, that under the Companies Act, the nominee director is a full legal director like anyone else. They have full compliance responsibilities and liabilities, irrespective of their contracts with you. This risk, of course, is factored into their price.

Every company in Singapore must have at least one share, which costs 1 dollar in paid-up share capital (in any currency), and one shareholder. Private limited companies are allowed to have a maximum of 50 shareholders. A Singapore company can be 100% foreign-owned by a foreign corporation or a foreign individual.

Shareholders can be from anywhere in the world. They can attend meetings, suggest changes, and make important decisions like changing company rules, replacing leaders, or closing the company.

There are different kinds of shares, such as:

• Ordinary shares, of which there must be at least one, entitle their holders to one vote each at meetings.
• Non-voting shares are comparable to ordinary shares, but they do not grant the holder the right to vote.
• Preference shares receive priority over ordinary shares for dividend payments and may have preferential treatment in the event of financial distress. Typically, these shares do not carry voting rights.

Within six months of incorporation, a Singapore company is required to appoint a company secretary. This individual must be a local resident and a natural person, possessing the requisite knowledge and experience to fulfil the duties of a company secretary, as outlined in the Companies Act 1967 - Singapore Statutes Online.

The company secretary holds administrative responsibilities, ensuring compliance with relevant legislation, advising directors, and filing essential documentation on behalf of the company. Numerous firms in Singapore offer professional company secretarial services.

When you set up a company in Singapore, having a registered office address is mandatory. This address serves as the official point of contact for your business, where all official communications and legal documents will be sent.

Key Requirements for a Registered Office Address in Singapore:

• Physical Address: It must be a real physical address located within Singapore. P.O. boxes are not permitted.
• Public Accessibility: The address must be accessible to the public for at least three hours every business day during normal business hours.

Options for Your Registered Office Address:

• Office Space: If you have a dedicated office space, you can use that as your registered address.
• Co-working Space: If you're a smaller business or startup, a co-working space can provide a more flexible and cost-effective solution.
• Registered Address Service: Many corporate service providers offer this service, providing a physical address for your company's official correspondence.

Home Office Scheme:

If you're running a small-scale business from your home, you might be eligible to use your residential address as your registered office under the Home Office Scheme. However, this is subject to approval by the Housing Development Board (HDB) or Urban Redevelopment Authority (URA) depending on your property type.

A company's financial year end (FYE) you select has significant implications for your company's financial and regulatory obligations, including:

• Filing Deadlines: It determines the due dates for various filings, including your annual general meeting (AGM), annual return (all annual returns need to be filed within 6 months from your FYE), and corporate tax return. These deadlines are crucial to avoid penalties.
• Tax Planning: It can impact your tax liability. You may be able to defer tax payments or take advantage of certain tax incentives.
• Business Cycle: Aligning your FYE with your business's natural cycle (e.g., peak seasons, and inventory cycles) can provide a clearer picture of your financial performance.

While any date can be chosen, common FYE options in Singapore include:

• 31 December: This aligns with the calendar year and is often preferred for simplicity.
• 31 March, 30 June, 30 September: These quarterly ends can be beneficial for businesses that need more frequent financial reporting.

Once the company name is approved, the business should prepare the essential documents for incorporation, including:

• Company Constitution: Previously known as ‘Memorandum and Articles of Association,’ this document sets out the company's fundamental rules and the relationships between key actors. You can either customise your own Constitution or adopt ACRA's Model Constitution.
• Consent to Act Forms: Each director and the company secretary must sign a form consenting to their appointment.
• Identification Details: For all shareholders, officers, and beneficial owners of the company
• Corporate Shareholder Documents: If any shareholder is a corporate entity, provide its certificate of registration from its home jurisdiction and information about ownership structure to identify the ultimate beneficial owners.

After gathering these documents, submit the incorporation application online through BizFile+ and pay the SGD 300 registration fee to complete the process.

Once the company has received its certificate of incorporation, it must ensure it has the correct licenses or registrations for certain businesses. For instance, in Singapore, companies that provide financial services must have a license to operate.

After you’ve successfully incorporated your company in Singapore, it's time to lay the groundwork for smooth financial operations and ensure ongoing compliance.

Understand Tax Obligations and Incentives

Singapore has a favourable tax system for businesses, with competitive corporate tax rates and various incentives. Key aspects to understand include:

• Corporate Income Tax (CIT): The headline corporate tax rate is 17%, but new companies can enjoy significant tax exemptions and rebates.
• Goods and Services Tax (GST): If your annual turnover exceeds SGD 1 million, you must register for GST with the Inland Revenue Authority of Singapore (IRAS) and charge it on your sales. It is an indirect tax, similar to value-added tax (VAT) in other countries.
• Tax Incentives: Singapore offers various tax incentives to encourage innovation, research and development, and internationalisation.

Open a Corporate Bank Account

A corporate bank account is essential for managing your business finances, protecting your personal assets, and building credibility. The process typically involves:

• Choosing a Bank: Research different banks and compare their fees, services, and requirements for foreign businesses.
• Preparing Documents: Gather the necessary documents, including your company's incorporation documents, identification proof for directors and shareholders, and business plan.
• Submitting an Application: Apply online or visit a branch in person to submit your application and required documents.
• Account Activation: Once your application is approved, you can activate your account and start managing your business finances.

Keeping Your Company Information Up-To-Date

It's essential to keep ACRA informed of any changes to your company's information within 14 days of the change. This includes updates to the following:

• Company address and operating hours
• Business activity
• Directors, company secretary, CEO, and auditor appointments or cessations
• Personal details of directors, company secretary, CEO, and auditor
• Personal details of shareholders
• Allotment and transfer of shares

You can file the necessary updates through BizFile+. Failure to do so on time may result in penalties. 

Ensure Ongoing Compliance

Once registered, it is the responsibility of the directors to ensure that the company complies with Singapore law.

This includes:

• Tax Filing: File your annual corporate income tax return with the Inland Revenue Authority of Singapore (IRAS) by the due date.
• GST Filing (where necessary): If you're registered for GST, file your returns as required (monthly or quarterly).
• Annual Returns: Update your company information with ACRA annually, even if you're exempt from filing income tax.
• Financial Statements: Prepare and maintain accurate financial records and statements.
• Annual General Meeting (AGM): Present your financial statements to the shareholders annually so they can ask questions about the company's financial position.

Statrys offers a comprehensive, 100% online service that simplifies the entire process so you can focus on building your business. Here's what Statrys offers:

Pre-Incorporation Services:

• Filing for incorporation with ACRA
• Certificate of Incorporation
• Business Profile
• Company Chop
• Constitution of the Company
• Preparation of pre-incorporation documents
• Preparation of post-incorporation documents
• Provision of a Local Nominee Director (1 year)

Nominee Director:

• Appointment of a Singaporean Director to meet regulatory requirements (1 year) with annual renewal

Company Secretary Services

• Provision of Company Secretarial services (1 year)
• Annual Return Filing with ACRA for each calendar year
• Preparation of AGM documents
• Holding the AGM 6 months after the end of each FYE and filing the Annual Return 1 month after holding the AGM
• Maintenance of the statutory records
• Accessible online 24/7 for all statutory records and compliance documents

Registered Address in Singapore

• Registered address for one year with annual renewal
• Scanning and forwarding of mail

With Statrys, starting your Singapore company is easier than ever. Contact us today to get started.