9 Key Requirements for Company Incorporation in Singapore

While incorporating a company in Singapore is straightforward, you must meet specific requirements, especially as a foreign entrepreneur. Missing any of them can lead to delays, extra costs, or compliance issues, so understanding them beforehand is essential.

Whether you’re a first-time entrepreneur or an experienced business owner expanding to Singapore, this guide outlines exactly what you need to incorporate your company and stay compliant with local regulations. Let’s get started. 

The first and most important requirement for incorporating a company in Singapore is Singpass, a digital identity that allows you to access online government and business services. To register your company through ACRA’s online system, Bizfile, you must log in using a Singpass.

However, if you do not have a Singpass, you can engage a registered filing agent. A registered filing agent, such as a corporate service provider like Statrys, can handle the registration process on your behalf. They often provide additional support, including company secretary services, a registered address, and assistance with business account opening, ensuring you meet all regulatory requirements both during and after company registration. 

A company name is a basic requirement when registering your business, but in Singapore, you must go through an approval process to register it rather than just coming up with one.

First, your proposed company name cannot be identical to an existing business name or contain prohibited or undesirable words. If you are registering a private limited company, the name must end with “Limited (Ltd.)” or “Berhad (Bhd.)”.

Once you have chosen a name, you must register it with the Accounting and Corporate Regulatory Authority (ACRA) through their online service, with a company name application fee of SGD 15. During this process, you must also specify your primary business activities using the Singapore Standard Industrial Classification (SSIC) Code. [1] After completing the registration, you will receive a transaction number, which is required when registering your company.

You must complete the company registration process within 120 days after the company name application is approved. If not, the name will no longer be reserved. The company name and registration number must be provided on all business correspondence in accordance with the Singapore Companies Act 1978. [2]

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 business structure 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 (PLC): For larger companies seeking public investment by listing shares on a stock exchange.
• Limited Liability Partnership (LLP): For professionals like lawyers and accountants.
• 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 looking to operate in Singapore without forming a separate legal entity. A branch is an extension of the parent company, and the parent company remains fully liable for its activities.
• Subsidiaries: For foreign companies seeking to establish a separate legal entity in Singapore, with limited liability and access to 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.

If no one on your board of directors is qualified, or if you don’t know a trustworthy person who can act as a local director to fulfil this requirement, you can appoint a nominee director instead. This director, who has a permanent residential address in Singapore, is typically engaged only to comply with local regulations and does not actively participate in running your company.

However, under the Companies Act, a nominee director is a full legal director with the same compliance responsibilities and liabilities as any other director, regardless of their contract with you. This risk is typically factored into their fees.

Every company in Singapore must have at least one share, with a minimum paid-up capital of 1 Singapore dollar or equivalent in any currency, and at least one shareholder. The share capital of a company refers to the total value of all issued shares, which determines the ownership structure. 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 an individual. Shareholders, who may be based anywhere in the world, have the right to attend meetings, propose changes, and make key decisions such as amending company rules, replacing directors, 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.

Every Singapore company is required to appoint a company secretary within six months after completing the incorporation process. This individual must be a Singapore resident with the necessary knowledge and experience to carry out the duties and responsibilities of a company secretary, as outlined in the Companies Act.

The company secretary holds administrative responsibilities, ensuring compliance with relevant legislation, advising directors, and filing essential documentation on behalf of the company.

A registered address in Singapore is mandatory, even if you are planning to operate as an offshore company. 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 virtual office services, providing a physical address for your company's official correspondence.

Home Office Scheme:

IIf 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. [3] However, this is subject to approval by the Housing Development Board (HDB) or Urban Redevelopment Authority (URA), depending on your property type.

The Financial Year End (FYE) is the final day of your company’s accounting period. The 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 and improve cash flow management. 

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.

To incorporate a company in Singapore, you must submit key documents and information about your company during the registration process, including:

• Transaction Number: The transaction number of your approved company name application. 
• 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.

After ACRA reviews and approves the application, registered companies will receive a Business Profile containing the company’s details, including the business name and a Unique Entity Number (UEN). 

Once your new company is registered, it’s time to lay the groundwork for smooth operations and ensure ongoing compliance with Singaporean authorities. Here are the additional steps to take after the incorporation process is complete:

Once the company has received its certificate of incorporation, it must ensure it has the correct licences or registrations for certain business activities. For example, a Food Shop Licence is required if you operate a restaurant or sell food at a physical location, while companies providing financial services need to obtain a Monetary Authority of Singapore (MAS) licence.

Singapore has a competitive tax system for businesses, offering low 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.

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

• Step 1: Choosing a Bank: Research different banks and compare their fees, services, and requirements for foreign businesses
• Step 2: Selecting a Bank Account: Evaluate account features such as multi-currency support, online banking, and transaction fees to choose the best fit for your business.
• Step 3: Preparing Documents: Gather the necessary documents, including your company's incorporation documents, identification proof for directors and shareholders, and business plan.
• Step 4: Submitting an Application: Apply online or visit a branch in person to submit your application and supporting documents.
• Step 5: Account Activation: Once your application is approved, you can activate your account and start managing your business finances.

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.

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.

Incorporating a company in Singapore may seem complex, but meeting these 9 key requirements can help you launch your business smoothly.

Whether you're starting your first business or expanding an existing one, Statrys is your solution for seamless Singapore company incorporation. Our 100% online, comprehensive service covers everything from filing for the registration to providing company secretary services and a registered office address, ensuring ongoing compliance so you can focus on running your business while we handle the rest.