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an illustration of a checklist

1.

Choose a company name

2.

Choose your directors

3.

Choose your shareholders and share capital

4.

Appoint a company secretary

5.

Set up the company address

6.

Prepare registration documents and file for incorporation

7.

Obtain business licenses (if needed)

8.

Register for GST (if needed)

9.

Ensure ongoing compliance

Starting a company in Singapore can be a complex process if you don't have the right guidance or support. However, once you fully understand the requirements in this article, starting a company in Singapore can be simpler than you may think.

As stated by The World Bank ranks, Singapore is one of the most business-friendly regulatory environments in the world.

One reason is that setting up a company in Singapore is very straightforward. 

In this post, we will look at the nine basic requirements you need to get familiar with to correctly incorporate a company in Singapore.

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1. Choose a Company Name

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

At the same time as submitting the company name, the applicant must specify the activities the business intends to engage in using the relevant Singapore Standard Industrial Classification Code.

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.

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

Bear in mind that the mere act of registering a name does not confer a trademark/exclusive intellectual property rights for the use of that name.

2. Choose Your Directors

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
  • Is a natural person
  • Is of full legal capacity and 18 years or older
  • A citizen of Singapore, a permanent resident, or an EntrePass or Employment Pass (EP) holder).

What can businesses do if they wish to set up in Singapore but don’t know any local partners that they wish to incorporate with? One option is to appoint a ‘nominee director’: This professional director, with a permanent 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 Singapore 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.

3. Choose Shareholders and Share Capital

Every company in Singapore must have at least one share, which costs S$1 in paid-up share capital, and one shareholder. Private limited companies are allowed to have a maximum of 50 shareholders.

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, and there must be at least one. Owners of these shares get one vote each at meetings.
  • Non-voting shares are similar to ordinary shares but don't let the owner vote.
  • Preference shares get priority for dividend payments over ordinary shareholders and may have priority if the company runs into financial trouble. Usually, they don't come with voting rights.

Shares can be created anytime by sending the necessary documents to Singapore authorities. In most cases, they can also be easily given or sold to others.

4. Appoint a Company Secretary

Within 6 months of incorporation, a Singapore company must appoint a ‘company secretary’. The company secretary must be a local resident and a natural person. They must also have the “requisite knowledge and experience to discharge the functions of secretary of the company” (see section 171 of the Companies Act 1967)

The company secretary has administrative responsibilities for the company, ensuring that they comply with relevant legislation advising directors and files essential documentation on behalf of the company. Many firms in Singapore can provide professional company secretarial services.

5. Set up the Company Address

When you set up a company in Singapore, it's important to have proof of address.

The company's registered address must be a physical Singapore address and cannot be a PO box.

🔎 Tip: Read more about the best Singapore company incorporation service providers.

6. Prepare Registration Documents and File for Company Incorporation

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

  • A Company Constitution. Previously known as ‘Articles of Association,’ this document sets out the fundamental rules for the company and the relationships between key actors. A standard form of company constitution is available from ACRA if companies wish to use it.
  • ‘Consent to act’ forms from each director, signed by those directors
  • A ‘consent to act’ form for the company secretary
  • Identification details for all shareholders, officers, and beneficial owners of the company
  • Corporate shareholders must provide their certificate of registration from their home jurisdiction and information about ownership structure so the authorities can identify the ultimate beneficial owners.

7. Obtain a Business Licence (Where Necessary)

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.

🔎 Read: Learn more about the complete business license and permit requirements in Singapore.

8. Register for GST (Where Necessary)

Goods and Services Tax (GST) is an indirect tax on those offering goods or services, similar to ‘value-added tax’ (VAT) in Europe. Where projected revenue exceeds S$1 million, the company must register for GST with the Inland Revenue Authority of Singapore to remit these taxes.

🔎 Relevant: Find out more about goods and services tax for businesses in Singapore.

9. Ensure Ongoing Compliance

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

This includes:

  • Filing annual tax returns
  • Filing GST returns where necessary
  • Filing compliance returns.
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FAQs

What are the first steps to incorporating a company in Singapore?

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The first steps include choosing a unique company name approved by ACRA, selecting your directors, shareholders, and share capital, and appointing a company secretary. You also need to set up a local company address.

How do I choose a company name in Singapore?

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Who can be a director of a Singapore company?

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What is the role of a company secretary in Singapore?

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