How to Incorporate a Company in Singapore

Setting up a business in Singapore can be an attractive option for entrepreneurs, as it is a centrally located city-state in Southeast Asia, with reliable infrastructure, legal systems, and low corporate tax rates. In this article, we will outline how to incorporate a company in Singapore.

Selecting the Appropriate Business Structure for Your Registration

Choosing the right structure for your business can be a critical decision, as each type offers different advantages – such as legal protection, tax deductions and simplified administration – so it’s important to evaluate your business objectives to determine which option is best suited for you.

Below are the different types of structures to consider before proceeding with your business registration in Singapore:

Sole-proprietorship (one owner) or partnership (two or more owners)

If you’re considering a straightforward business structure, a sole-proprietorship may be ideal due to minimal setup costs and easy compliance. However, it comes with unlimited personal liability. Alternatively, a partnership involves two or more owners, making it beneficial for collaborative business ventures, but it also entails shared unlimited personal liability.

Limited partnership (LP)

For those who prefer investment opportunities without involvement in daily management, a Limited Partnership (LP) might suit. In an LP, general partners handle daily operations and have unlimited liability, while limited partners contribute financially, but their liability is limited to their investment.

Limited liability partnership (LLP)

An LLP is a blend of partnership and corporate structures, offering limited liability while allowing its members the flexibility to operate as a partnership. This structure is ideal for professional service providers like legal or accounting firms, as it protects each partner from debts or liabilities incurred by the other partners due to misconduct.

Company

Setting up a company is advisable if you are looking to minimize personal risk and establish a professional market presence. As a separate legal entity in Singapore, a company ensures that shareholders are only liable up to the amount they have invested.

Key Documents and Prerequisites for Company Setup in Singapore

Documents required to register a company with ACRA

So, what is required to incorporate a company in Singapore?

Registering a company with the Accounting and Corporate Regulatory Authority of Singapore (ACRA) requires completing the Business Profile Form and submitting relevant documents such as a Memorandum of Association and Articles of Incorporation. Other documents that may be required include:

Proof of identity (original or certified copies)
Proof of residential address (utility bill, bank statements, etc.)
Application for registration to ACRA
Memorandum and Articles of Association
Details of directors, shareholders, company secretary and/or auditor
A copy of the business profile form

Roles and Responsibilities of Directors, Shareholders, and Secretaries

When appointing directors and shareholders for your company, it’s important to choose individuals with the necessary qualifications and experience to align with and advance the company’s goals effectively. Explore below the roles and responsibilities of each:

Directors

Company directors set the strategic direction and manage the corporation’s operations. They are responsible for maintaining accurate records, preparing financial statements, and ensuring compliance with the Companies Act.

Shareholders

Shareholders own company shares, granting them voting rights on major corporate decisions and a share of the profits through dividends. They participate in general meetings and can inspect certain company documents, overseeing management to safeguard their interests.

Secretaries

A company must appoint a secretary within six months of incorporation. Leaving this position empty for more than six months can lead to a fine of up to S$1,000. Once appointed, the company secretary will manage company records, coordinate meetings, and ensure compliance with legal and regulatory requirements.

Detailed Guide to the Company Registration Process in Singapore

Here’s a quick guide on how to start a company in Singapore:

Register your business name with ACRA

To register your business or company name with ACRA, follow these steps:

Provide your personal contact information, including name, address, and telephone number.
Submit the proposed company name for registration.
Complete the application either online or at the ACRA service center.
Wait for ACRA to verify the proposed business name (usually within 3 working days).
If verified, you will receive an official notification; if rejected, you may have to submit a new name for consideration.

Furthermore, to protect your brand, you may want to register a trademark after incorporating your company. Trademark registration in Singapore, governed by the Intellectual Property Office of Singapore (IPOS), provides exclusive rights to your brand’s name, logo, or symbol. This ensures your company name is protected from unauthorized use, enhancing your market position and providing legal recourse against infringement.

Get a certificate of incorporation from ACRA

After completing all these tasks successfully, applicants will receive a Certificate of Incorporation from ACRA indicating that their company has been formally registered in Singapore.

How Much Does it Cost to Incorporate a Company in Singapore?

The registration fee or cost to incorporate a company in Singapore under ACRA is S$300, including an additional S$15 for registering a company name.

Cost analysis of company registration in Singapore

The initial government fee for incorporating a company in Singapore is S$315, which generally applies to local residents managing their registration online without foreign shareholders or directors. However, for foreign entrepreneurs, additional complexities increase these costs substantially as non-residents may require the services of a Registered Filing Agent (RFA).

Appointing a company secretary pricing varies from company to company. While a nominee director can cost an average of S$3,000, which may add significant expenses to the initial outlay. On top of this, companies must account for an annual S$60 filing fee for returns. These fees collectively contribute to a higher total establishment cost and continuous business compliance.

Financial setup: Opening and managing company bank accounts

Setting up a bank account is essential for managing your company finances. First, you’ll need to decide which type of account to open – such as a checking or savings account – and which financial institution to use.

The next step is to gather all the necessary documentation, such as company registration documents, identification documents and proof of address. You’ll also need to provide information about your business structure, operations and transactions you expect to make.

After applying, it may take several days before you can start using the new account. Making sure that you have the right accounts in place can help you get the most out of your company finances.

There are several corporate bank account providers available in Singapore, including DBS Bank, UOB Bank, OCBC Bank and HSBC. Each bank offers different services and features, so it’s important to compare the options before choosing one.

For example, some banks may offer lower fees for corporate accounts or provide more specialized banking services for businesses. It’s also important to consider the banks’ customer service reputation and safety ratings to ensure your money is secure. By researching the different providers, you can find a corporate bank account that fits your business needs.

Overall, company incorporation in Singapore is relatively straightforward if all relevant documentation is prepared accurately and submitted on time according to ACRA’s guidelines.

Specific Guidelines for International Business Owners

Here’s what foreign entrepreneurs need to consider when starting a business in Singapore.

Application for employment pass (EP)

An Employment Pass (EP) in Singapore allows foreign nationals to incorporate a private limited company. To be eligible for an EP, you must have a minimum salary of S$5,000, which is set to increase to S$5,600 in 2025. For those in the financial services sector, the required salary will rise from S$5,500 to S$6,200.

Securing an entrepreneur pass (EntrePass)

The EntrePass allows foreign entrepreneurs to start innovative businesses in Singapore, such as tech startups. To qualify, you must have already registered or intend to register a private limited company with ACRA. Moreover, the company must either be venture-backed or incorporate innovative technologies, and the EntrePass holder must own at least 30% of the business.

Incorporating without relocating to Singapore

Foreign entrepreneurs can set up a company in Singapore while overseas by engaging a corporate service provider, as non-residents cannot self-register. The process can be managed remotely, without needing a work visa, provided you appoint a nominee resident director to meet legal requirements.

Extra regulatory insights for foreign stakeholders

Foreigners living abroad can own shares and be appointed as foreign directors in a Singapore-registered company, but must appoint at least one local resident director to comply with regulations and maintain a local presence.

After Registration: Maintaining Compliance and Managing Formalities

Once your company is set up, maintaining compliance with Singapore’s regulatory requirements is essential to ensure smooth operations and avoid penalties.

Routine formalities and filing essentials

Below are the essential filings and routine formalities that companies must follow annually:

Estimated chargeable income (ECI): Submit within three months from the end of the financial year to declare an estimate of your company’s taxable income.
Annual return with ACRA: File the annual return within seven months of the company’s financial year-end, including details about shareholders, directors, and the company’s registered address.
Filing of financial statements: For most companies, financial statements need to be prepared and filed with the annual return unless exempted.
Corporate income tax return (Form C-S / C): File by 30 November each year to declare the company’s taxable income.
Goods and services tax (GST) registration: Required if annual revenue exceeds S$1 million.

Requirements for annual meetings and reports

Companies with a financial year ending on or after 31 August 2018 must follow these annual general meeting (AGM) guidelines:

Listed companies: Hold the AGM within four months after the financial year-end and file the annual return within five months.
Non-listed companies: Hold the AGM within six months after the financial year-end and file the annual return within seven months.

For financial years ending before 31 August 2018, the first AGM must be held within 18 months of incorporation. After that, subsequent AGMs must be conducted annually, with a maximum gap of 15 months between each AGM.

Benefits of Establishing a Company in Singapore

Incentives: Tax advantages and supportive government policies

Singapore offers a variety of tax incentives and government support to attract entrepreneurs and businesses.

Corporate income tax (CIT): Charged at a flat rate of 17% on a local or foreign company’s chargeable income.
CIT rebate: For the Year of Assessment (YA) 2024, companies that employ at least one local employee can receive a cash grant of S$2,000, and the CIT rebate is capped at S$40,000.
Start-up tax exemption (SUTE): Available for newly incorporated companies for the first three years. It offers 75% tax exemption on the first S$100,000 of chargeable income and 50% on the next S$100,000. To qualify, the company must be a Singapore tax resident, have fewer than 20 shareholders, and be at least 10% owned by individuals.
Partial tax exemption (PTE): For companies not qualifying for the SUTE, the PTE offers tax relief on the first S$200,000 of chargeable income. This includes a 75% exemption on the first S$10,000 and a 50% exemption on the next S$190,000, helping to reduce the company’s overall tax liability.

Benefits of Singapore’s strategic location and infrastructure

Singapore’s strategic placement at the heart of Southeast Asia is pivotal for its role as a major hub in global commerce. Positioned along crucial shipping routes, it boasts exceptional port facilities and logistics infrastructure, making it one of the busiest maritime centers globally.

This geographical advantage not only streamlines trade flows but also provides seamless connections to international markets, enhancing its appeal as an attractive destination for investors and businesses aiming to penetrate the Asian market.

The proactive business climate and operational efficiencies

Singapore’s economy is highly regarded for its stability and ongoing growth, creating an attractive climate for investment. Thanks to its effective regulatory framework, proactive government policies and transparent legal system, it consistently achieves top rankings in global indices for ease of doing business.

Additionally, Singapore’s political stability and the government’s firm commitment to the rule of law further bolster its appeal as a secure and reliable destination for entrepreneurs and investors, enhancing business operations and building investor confidence.

Choosing a reliable corporate service provider for your company incorporation in Singapore will help the process move faster and smoother, as all necessary documents and paperwork can be handled quickly and correctly. SCS also offers value-added services like assistance in setting up bank accounts or managing employee visas.

We also provide access to accounting and tax advice that can be invaluable when setting up a new company. By hiring an experienced corporate services provider, your company can focus on running your business while assuring the incorporation process is being taken care of properly.

Frequently Asked Questions About Company Registration in Singapore

How long does it take to incorporate a company in Singapore ACRA?

Incorporating a company in Singapore through ACRA usually takes one to three days. However, if the application is referred to the minister, the approval process may take you up to two months.

What is the minimum capital to set up a company in Singapore?

The minimum registered capital required to set up a private limited company is S$1. However, certain immigration passes, such as the EntrePass, require a significantly higher paid-up capital, in this case, at least S$500,000. Additionally, specific industries have their own capital requirements: travel agencies need S$100,000 or S$50,000 for local tours, public accounting firms require S$50,000, and insurance intermediaries must have at least S$300,000.

How much does it cost to set up a company in Singapore?

Setting up a company in Singapore with ACRA incurs a minimum fee of S$315, which primarily covers the application processing. Note that this fee does not include other necessary costs associated with fully setting up and operating your business.

Why incorporate in Singapore?

Incorporating in Singapore positions your company advantageously due to its robust economic environment, strategic location, and pro-business policies. These factors facilitate easier market access across Asia, backed by a favorable tax structure and a reputation for strong governance, enhancing the potential for growth and profitability for your venture.

*Please note that the information provided in this article is accurate as of the date of publication. Regulations may change over time, and we recommend contacting us for the most up-to-date information specific to your needs.

How to Incorporate a Company in Singapore – A Complete Guide