Company Registration Global Registration

How to Set Up a Company in Singapore?

Setting up a business in Singapore can be lucrative due to the availability of a skilled workforce and a robust and conducive regulatory environment to run the business. This is why Singapore has been ranked 2nd in the World Bank’s Ease of Doing Business rankings. Singapore also takes pride in setting up a company within one day. The legal registration of any company in Singapore is done with The Accounting and Corporate Regulatory Authority (ACRA). This article lists the important steps to set up a company in Singapore.     

What are the steps to set up a company in Singapore?   

Following are the significant steps to set up a company in Singapore:

1. Selecting a suitable name for the company
2. Determining the type of the company
3. Decision on financial year-end
4. Returns to be filed every year
5. Appointment of key personnel for the company
6. Deciding the share capital
7. Submission of Registered office address
8. Submission of a copy Constitution
9. Submission of application via BizFile+
10.  Other obligations    

Procedure to set up a company in Singapore

Following is the step-by-step procedure for setting up  a company in Singapore:     

1. Selecting a suitable name for the company 

The first step in setting up a company in Singapore is selecting a suitable name for the company and submission of the name applied to the ACRA’s online portal, BizFile. The applicant needs to check the availability of the desired name, and the name should not be identical to an existing name, undesirable and prohibited. While submitting, the applicant needs to specify the activities undertaken by the company by selecting it from the Singapore Standard Industrial Classification (SSIC)^[1] Code.

On approval of the name, the applicant can proceed to incorporate the company. The company should be incorporated within 120 days from the date of obtaining the approval for the name.   

2. Determining the type of company 

The applicant needs to determine the type of company which would be suitable according to the activities the applicant wants to carry out. There are 7 major types of companies in Singapore, viz.

1. Unlimited Private Company
2. Unlimited exempt Private Company
3. Unlimited Public Company
4. Exempt Private Companies
5. Public Company Limited by shares
6. Public Company Limited by guarantee
7. Private Company Limited by shares

3. Decision on Financial year-end 

A financial year end (FYE) represents the final day of the accounting period.

Therefore, the decision on FYE becomes important because it will determine when the applicant is supposed to file corporate returns and due taxes every year.      

4. Returns to be filed every year

The Companies Act of Singapore makes it obligatory on the part of the company directors to meet their annual obligations, such as holding AGMs and filing annual returns. Unless your company falls in the exempted category, it has to hold AGM to keep the stakeholders updated about the company’s financial position and communicate with each other at least once a year.

The private companies are required to file their annual returns within 7 months from the end of the financial year. Filing of annual returns is mandatory for inactive and dormant companies also.  

5. Appointment of key personnel for the company  

The next step in setting up a company in Singapore is to appoint officers to the company. Every company must appoint at least one resident director and a company secretary. The Director and Secretary appointed must be local residents in Singapore and must be natural persons.

Other essential personnel need to be appointed unless the company has been exempted from appointing such officers. Such appointment of the following personnel is optional:

• Auditor: the auditor must be appointed within a period of 3 months from the date of incorporation.

• Chief Executive Officer (CEO): A CEO’s role is to manage and oversee the business. A CEO is bound to submit their particulars with ACRA.

• Managing Director (MD): It is not necessary to file the appointment of MD with the ACRA.

Once the application for company incorporation has been submitted, the proposed company director and secretary are required to endorse their appointments online via Bizfile.  

6. Share capital committed to the company  

Share capital refers to the amount of money that the shareholders have committed to the company. The share capital can be issued with or without full payment from the shareholders. The minimum issued share capital is $1 at the time of incorporating a company.

7. Submission of registered office address

An applicant must submit the registered office address at the time of submitting the application. This is the address where all the correspondence with the company shall take place, including all the communications and notices to the company. This is where all the company’s registers and records are supposed to be kept. The registered office should be open and accessible to the public for at least three hours a day during ordinary business hours every working day except Saturdays, Sundays and public holidays. The registered office address of the company should be located in Singapore. However, the place of operation may be outside Singapore.

8. Submission of a copy of the Constitution  

The Constitution of a company is a legal document comprising the rules and regulations as to how the company will be governed. An ideal constitution states the rights and responsibilities of the Directors, Secretary, Shareholders etc., company’s name and registered office address, business activities and the operations to be carried out, liabilities of the members, share capital, rules and regulations of governance. 

A copy of the company’s Constitution must be submitted to the ACRA at the time of incorporation, and a copy of the Constitution signed by the shareholders must be kept at the company’s registered office address.  

9. Submission of application via Bizfile+  

Once all the requisite information has been gathered for submitting the application of incorporation, the same needs to be filed via Bizfile+. After the submitted application has been approved, Bizfile+ sends an email to the appointed officers for their endorsement. The appointed officers have to endorse their appointment within a period of 60 days from the date of the email.

The prescribed fee for a name application is $15, and for a company, registration is $300.

10. Other Obligations   

Once the company has been incorporated, the information provided by the company may change over time. The director or secretary must keep the information with ACRA updated. Such updates must be made to the ACRA within 14 days from the filing date of transaction via Bizfile+ failing which a penalty will be imposed.

Conclusion 

Though the number of steps seems to be more in number, the procedure to set up a company in Singapore is rapid, provided all the necessary information has been provided and the information is accurate. In order to obtain consultancy to set up a company in Singapore, get on a call with incorporation experts at Enterslice.

Read our Article:Company registration in Singapore: Requirements and Procedure