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Company registration in Singapore: Requirements and Procedure

As we all know, a company is a legal entity which requires to be registered. In Singapore setting up a company is devoid of any unnecessary complex procedures. It provides a smooth and quick process for incorporating a company. Singapore is among the top countries for carrying out business activities therefore setting up company in Singapore would be a wise decision. A company in Singapore is incorporated as per the rules and laws provided under the Singapore Companies Act.  In this article, you will be guided about the requirements and procedures for company registration in Singapore.

Why you should register your company in Singapore?

There are multiple benefits of Company registration in Singapore.

These are as follows:

• Singapore was ranked as the best country for doing business in the world as per the World Bank.
• It has a robust economy.
• Efficient process for carrying out business for a new company.
• Various benefits related to tax like tax exemption schemes, tax incentives like production and innovative credit.

Requirements for Company Registration in Singapore

The following requirements must be fulfilled for registering a company in Singapore:

• Name of the Company

Before registering your business in Singapore you must have a name for the company and must get the approval for such name of the company.

• Directors

There must be a minimum one resident director in Singapore and such a person may be a citizen, permanent resident, or someone having a valid employment pass or dependent pass. There is no upper limit on the number of directors, local or foreign, that can be appointed by a company in Singapore. However, some basic eligibility criteria must be fulfilled like the Directors must be 18 and above years of age, should not have a criminal record and they should not have suffered from bankruptcy. Directors don’t require being shareholders.

• Shareholders

In Singapore for private limited companies, you may have anywhere between 1 to 50 shareholders and they can be individuals or entities whether local or foreign. Once the company is incorporated, shares can be issued or transferred to shareholders. A company may be considered as an Exempt Private Company, if the private company has a minimum of 20 shareholders and in such companies, any beneficial interest is not held by any corporation (directly or indirectly). 100% of foreign ownership is allowed.

• Paid-up capital

For company registration in Singapore, the minimum paid-up capital is S$1 which may be increased anytime once the company is incorporated.

• Registered Address

A local Singapore address is required as the company’s registered office address. Such an address can be either residential or commercial but should not be a post office. As per the Home Office Scheme in Singapore, a person can use his or her residential address as the business address. It also applies to HDB’s (Housing and Development Board^[1]) and private properties.

• Taxation

In Singapore, companies enjoy great tax benefits and incentives. The tax exemptions and incentives of Singapore include the following-

1. You won’t require paying more than 8.5% tax on your first S$300,000 of annual profits and 17% after that.
2. Dividend or capital gains taxes are not levied.

List of documents required for Company Registration in Singapore

Following are the documents required for registering a company in Singapore:

• Name of the company;
• Brief description of the Company’s activities;
• Shareholder’s details;
• Director’s details;
• Details of registered address;
• Details of Company Secretary; and
• Memorandum of Understanding and Articles of Association. A standard MAA document is provided by the Singapore Company Registrar which is suitable for most instances.

Company registration in Singapore by foreigners

If a foreigner wishes to incorporate a company in Singapore then following things must be considered:

• The records of shareholders and the director can be accessed by the public after payment of $5.50 as a fee.
• While doing company registration in Singapore foreigners must not attempt to self register the company as it is forbidden there.
• In case where a person does not live in Singapore but wishes to incorporate a company there then a Singapore visa shall not be required. Such a person may operate and manage the affairs of the company from anywhere in the world and if that person wishes to visit the country then he can do so by using a visitor visa and visit for a short term provided there is a local director who lives in Singapore.
• In order to operate the company locally, an employment pass or entrepreneur pass will be required. After receipt of such a pass, a person can become the local resident director of the company.

Procedure for Company Registration in Singapore

Company Registration in Singapore is a quick process as it involves a fully computerized procedure. The registration of the company and the reservation of the name can be done simultaneously.

• Reservation of Name

The name of the company must be approved by the Singapore government before registering the company. The registrar is responsible for overseeing the process. Usually, the approval or refusal of the name can be communicated instantly. It must be noted that certain words like law, media, bank, and finance might delay the process as it may require review and approval of the corresponding external government authority.

In order to expedite the process use a name that-

1. Is not identical to any existing company’s name;
2. Does not infringe any trademark;
3. Does not contain any obscene, bad or rude word; and
4. It is not reserved by any other company.

It may be noted that an approved name shall be reserved for a period of 60 days from the date of application and it can be extended for another 60 days by filing for an extension request before its expiry.

• Get the documents ready

To ensure a smooth and hassle-free process the documents for registration of the company must be made ready.

• Register the Company

Once the company’s name is approved the Registrar of Companies shall process the incorporation application and the documents in a matter of few hours. Although the process of registering a company in Singapore is fast, the application may sometimes get delayed when people from various countries applies and the government authorities would be required to conduct additional interrogations.

Post Registration Compliance

There are some essential post-registration compliances that need to be followed.

• Certificate of Incorporation

An email from the Company registrar shall be received confirming the company registration in Singapore to the applicant and it shall also inform the applicant about the Company’s registration number. It is an official certification regarding the incorporation of the company. In Singapore, they don’t use paper certificates however the company registrar may provide the paper certificate to the applicant for a fee of S$50. The processing time is usually from 3 to 5 days. 

• Company Business Profile

The registrar shall create a company business profile once the registration process of the company is completed.

The following information is included:

1. Name of the Company and the registration number;
2. If any previous name of the company;
3. Date of incorporation;
4. Principal activities;
5. Paid-up capital;
6. The registered address of the company;
7. Details of the shareholders;
8. Details of the directors; and
9. Details of the company secretary.

Once the email notification and the business profile are received one can proceed with all legal and contractual tasks in Singapore that are required to be performed.

• Corporate Bank Account

Opening a corporate bank account is another thing to be complied with after Company registration in Singapore. There are many options in Singapore as far as banks are concerned such as HSBC, Standard Chartered, Citibank, OCBC, DBS, and UOB. If a person can visit Singapore then he or she can evaluate the facilities.

• Business license application

In case a person is engaged in certain businesses in the company then a special license shall be required after company registration in Singapore.

This applies to companies that perform activities related to the following:

1. Restaurants;
2. Institutes of education;
3. Travel agencies;
4. Financial services;
5. Import and/or export of goods; and
6. Employment agency.

• Registration of Goods and Services Tax (GST)

When the company registration in Singapore is completed and where the annual revenue of such a company exceeds S$1 million then there shall be a requirement of GST registration. Once the GST registration is done the company can charge an additional 7% for the goods and services it provides and the amount generated from it shall be turned it over to the Singapore authorities. In case where the annual turnover of the company is below S$1 million then GST registration shall not be required.

• Annual filing requirements

Another among post registration compliances is annual filing requirements. Once the company is registered in Singapore, the annual filing requirement must be complied with by the company. It is provided in the Singapore Companies Act.

• Annual Income Tax requirements

The company is also required to comply with annual income tax requirements that are laid down in the Income Tax Act of Singapore.

Types of Companies in Singapore

Having the right business structure is essential for any company for a long term success.

The various types of company structure in Singapore are discussed below:

• Sole Proprietorship

As the name itself suggests it is owned by one individual who has an absolute saying in carrying out of the business activities. It can be set up by any Singapore citizen or permanent citizen however foreigners and corporations can also set up but only after assigning a manager. It is most suited for small scale business with low risk and less returns. As far as succession and perpetuity is concerned the business has no perpetuity as it is connected to the owner.

• Limited Liability Partnership (LLP)

LLP functions like a partnership and has a separate legal identity and has no limit on the number of partners. It is most suited for professional firms. It can be set up by any foreign, local individual and or company. The advantage of this type of company is that it has a low cost of set up with limited liability protection. However, it is taxed at an individual level where a personal income tax is to be paid at a higher rate than the corporate tax rate.

• Private Limited Company

It is a business entity having 50 or fewer shareholders and such company registration in Singapore can be done by any foreigner with one Singapore resident director. It is suitable for any trade, profession, or vocation and the business has perpetuity regardless of the status of the shareholders. It must fulfill compliance requirements such as financial reports, conducting Annual General Meetings, etc.

Conclusion

Just like any other country, Singapore has certain requirements that must be fulfilled to register a company there. Registration of a company may seem a complex task however countries like Singapore have made this process simple and removed red-tapism which ensures that a company can be registered swiftly and smoothly. This article serves as a guide for all those who are seeking for company registration in Singapore.