Incorporate in Singapore Guide – For Singapore residents

Guide to incorporating in Singapore, here you will find the step-by-step guide and things to consider for setting up a company as a Singapore Resident. Singapore resident refers to Singapore citizen (SC) or Singapore Permanent Resident (SPR) generally.

Article by Ronald Cheong, edited by Paul HO

1. Incorporate in Singapore Guide for using a company name

Here is a guide to incorporating a company in Singapore. All businesses need a name for others to identify them among the list of many other companies. Hence the first step to incorporate a company in singapore is to choose a suitable name that best represents the company. We can submit a name application via BizFile+, ACRA’s electronic filing and information retrieval system. As long as the name application is approved, we can proceed to incorporate the company.

2. Determining Type of Company.

Choosing the type of company to adopt is important, as it determines the company structure in the long run.

Company typePrivate companyPublic CompanyAdditional Info
Private Company Limited by SharesExempt Private CompanyPublic Company Limited by SharesPublic Company Limited by Guarantee
A Maximum of 50 Shareholders onlyA Maximum of 20 ShareholdersAble to have more than 50 shareholdersUsually formed to carry out non-profit making activities such as promoting arts, etc
Shareholder shall not be a CorporationAble to raise capital by offering shares or debt instrument to the publicInvolved personnel are members instead of shareholders. The members will also agree to pay a fixed sum in the event of the company is being closed.
The Minister has deemed to be an EPC under the Companies ActMust register a prospectus with the Monetary Authority of Singapore (MAS) before making any public offers

Table 1: Incorporate in Singapore – What are the types of companies to incorporate

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3. Incorporate in Singapore guide – Appointment of Directors, Company Secretary and other Key Personnel

After choosing the type of company, we can proceed to appoint the officers of the company. We will have to provide the personal particulars and contact information when submitting the application online.

What are the officers of a company in Singapore?

  • Director
  • Company Secretary
  • Chief Executive Officer and/or Managing Director
  • Auditor
  • Foreigners who wish to incorporate a Local Company in Singapore
  • Director
    • A Director is one who is in charge of all matters of the Company.
    • He/She is one who makes decision objectively in the best interests of the Company.
    • Every Company must have at least 1 director who is living in Singapore.
    • Director Requirement:
      • At least 18 years old.
      • Of Full Legal Capacity (person’s authority under law to engage in a particular undertaking or maintain a particular status)
      • A Singapore Citizen (SC), Singapore Permanent Resident (SPR) or EntrePass holder
      • Employment Pass Holder (EP) may also be a director, however, they must first obtain a letter of consent (LOC) from the Ministry of Manpower
      • One cannot be disqualified from acting as a director of a company, (E.G: an undischarged Bankrupt)
  • Company Secretary
    • A Secretary must be appointed by the company, within 6 months of incorporation.
    • A Secretary must be a
      • A natural person
      • Local resident in Singapore
    • The secretary position of the company must not be left vacant for more than 6 months.
    • Sole Director of a company cannot be the company secretary.
  • Chief Executive Officer (CEO) and/or Managing Director
    • The company can choose to engage a Chief Executive Officer (CEO) and Managing Director (MD) to manage all or part of the company’s business. However, it is not compulsory for a company to engage one with ACRA.
  • Auditor
    • A company that is exempted from audit requirements under the relevant sections of Companies Act is not required to appoint a Auditor, but if the Company is not exempted, they have to appoint an Auditor within 3 months of incorporation.
  • Foreigners who wish to incorporate a local company in Singapore

 

Foreigners who wish to incorporate a local company in Singapore have to follow the procedure of

  • Engage the services of a registered filing agent (Eg: Articulat Pte Ltd)
  • Employ a director who is able to meet the requirements as mentioned in the above.

The Foreigner can choose to reside outside of Singapore after setting up the company. If the Foreigner wishes to be in the Singapore’s company management, they would have to seek approval from Ministry of Manpower (MOM).

 

4. Incorporate in Singapore Guide – Shares and Shareholders

There have to be at least be 1 shareholder in a company. Personal identification and contact details have to be provided for each and every Shareholder when submitting the application online.

Minimum issued share capital is $1 (preferable $1-$3k for now). There is no minimum paid up capital required.

Two Types of Shares are generally issued by a company.

  1. Ordinary Shares: Shareholders have voting rights and they receive dividends (base on the company’s profits and declaration on the amount of dividend to be distributed)
  2. Preference Shares: Shareholders hold specific rights and benefits, they are commercial decisions decided by each company. It is contained in the Constitution or Board Resolutions passed during meetings. Hence they hold preferential rights over ordinary shareholders, more commonly in the aspect of dividends.

 

5. Incorporate in Singapore Guide – Registered Office Address and Constitution

  • A registered office address should be given during the incorporation of the company. It is an address that all form of communications and notices to the company are addressed to, where the company’s register and records are kept.
  • A registered office must be operational and accessible during normal office hours, but need not be where the activities of the company is being held. (Eg: Registed office in Shenton Way but the warehouse is located in Changi)
  • Constitution
    • The Constitution is a legal document that:
      • Describes the key characteristics of the company
      • Rules and regulation for its governance
      • Description of how the operations of the company is carried out.
      • Clearly stating the rights and responsibilities of the directors, shareholders, and company secretary.

The copy of company’s constitution must be submitted when applying to incorporate a company.

You can adopt the Model Constitution if you do not want to create your own constitution. (Model constitution is normally used so as to start operating as soon as possible)

 

6. Guide to incorporating in singapore for Deciding on Financial Year End (FYE)

  • The first financial year (FYE) of the company must be decided during incorporation of the company. FYE will determine when shall we perform our corporate fillings and taxes when they are due.
  • Most common FYE are 31 March, 30 June, 30 Sept and 31 Dec (quarter closing month end).
  • The accounting period of the company covers 12 months or 52 weeks is another thing to be highlighted.

 

7. Submitting Your Application via Bizfile+

After you have all the information needed to incorporate a company, you can log in to Bizfile+ to submit the application. You would also need the transaction number of your approved company name application.

  • How to Register?

    • Go to Bizfile+ website and login using your Singpass, submit the application to incorporate the Company.
    • Once the company is set up, a CorpPass is needed to file the Bizfile+.
    • All the company’s director, shareholders, and company secretary must endorse the acknowledgement via Bizfile+ within 120days from the name application approved date.
    • An e-mail will be sent to the appointed officers, and the email is also accessible from the dashboard in Bizfile+.
    • $300/- is the fee to register the company.
  • Licenses and Approval

    • You may need to apply for licence or approval from other government agencies before commencing business if the nature of the business activity requires.

 

8. What do we have to file each year?

Here is the director guide to incorporating in Singapore, the director of a company has to comply with a number of statutory obligations under the Companies act. Some of these key obligations include:-

  • Annual General Meeting (AGM)
    • Companies, unless exempted, are required to hold an Annual General Meeting(AGM)
  • Annual Return
    • Annual returns have to be filed within 7 months after the closing of the Financial Year End (FYE).
  • Register of Registrable Controllers
    • Since 2017 31st March, companies, foreign companies and LLPs (unless exempted) are required to maintain beneficial ownership information in the form of a register of registrable controllers, and to make information available to public agencies upon request.
  • Electronic Register of Members
    • An electronic Register of Members, listing all the shareholders must be maintained with ACRA. This information is updated whenever a company files a registration of share ownership or changes in share ownership.
  • Electronic Registers of Directors, Secretaries, Auditors and CEOs.
    • The electronic registers of directors, secretaries, auditors and CEOs have to be maintained in ACRA and it should be updated within 14 days after the changes in appointments.
  • Changes in Company Information
    • All changes to the company (name, address and business activity) must be updated to ACRA within 14 days of change effective.
  • Changes in Personal Particulars of Company Officers and Shareholders
    • Any change to the personal particulars of company officers and shareholders shall be updated to ACRA within 14 days of change effective.

Once a company is incorporated, you can either start your business or use this as a property investment holding company, and source for a commercial property loan.