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Company Registration Procedure

Singapore is one of the largest financial centers in the world. The country’s global presence makes it a profitable opportunity for investors to invest in companies. Due to this, foreign organizations have set their global footprint in Singapore. There are many attractive benefits of registering a company in Singapore. The Company registration procedure in Singapore is quite straightforward. However, advice must be provided in this area to ensure a seamless company registration procedure. Expert advice from professionals is required for the company registration procedure in Singapore.

Package inclusions:
  • Advice on the company registration procedure in Singapore.
  • Advice on ACRA regulation.
  • Advice on the different forms of companies in Singapore
  • Documentation required under the company registration procedure.
  • The company registration.
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Company Registration Procedure

A company registration procedure is a process in which a company is registered. This process is straightforward and does not take up the majority of the time. However, all the formalities need to be followed under the Company registration procedure for the process to be seamless.  An entrepreneur has to first choose the type of Company that has to be incorporated. Based on this, the entrepreneur has to go ahead with the registration of the Company. Different benefits are offered under the company registration procedure. Foreign companies are also allowed to start their branch offices in Singapore under the company registration procedure.  

Types of Companies in Singapore 

In Singapore, the companies are divided into the following:

Types of Companies in Singapore
  • Private Limited Company

A private limited company is a company limited by shares. The shares of a private limited company are not listed in a public stock exchange. The maximum number of shareholders in a private company is 50. A private company enjoys specific tax benefits. However, a private company can be converted into a public company. There are a minimum amount of directors and shareholders required for registering as a private limited company. A corporate entity can also be a shareholder in a private limited company.

  • Exempted Private Company

Exempted Private Company (EPC) is a company that is also a private company. However, an EPC can have a maximum of only 20 shareholders. A corporate entity cannot be considered a shareholder of an EPC. Hence only individual persons are deemed to be members of an EPC. A minister can be classified as an EPC.

  • Public Company Limited by Shares

A public limited company is an entity that has its shares registered in a Singapore Public Stock Exchange. A public limited company has more than 50 shareholders. This figure is the minimum amount of shareholders of a public limited company. The public limited company can raise capital through the offer of shares and debentures. Before offering shares to the public, a public limited company has to make its prospectus as per the Monetary Authority of Singapore (MAS). This complies with the MAS and the ACRA.

  • Public Company Limited by Guarantee

This form of Company can be compared to a non-profit corporation. This form of Company is usually established by the members to carry out not-for-profit activities. Shareholders are not present in this form of organization. Instead, this organization has a specific amount of members.

What are the Advantages of Registration? 

There are significant benefits for a company that is registered:

significant benefits for a company
  • Increased Reputation

When an entity registers itself as a company with the ACRA, it automatically has the benefits of reputation. A company following compliance with the land laws will have more goodwill among investors' eyes.

  • Protection

Registered companies comply with laws. Hence they would be automatically protected under intellectual property laws. As per the intellectual property rights laws, the Company's reputation and goodwill be protected. The Company can also sue other businesses for any cases of infringement.

  • Limited Liability

Limited liability means the liability of the shareholders and directors is limited only to the number of shares. This means the liability of the members is limited. Creditors will not go after the personal assets of the members in this circumstance.

  • Perpetual Succession

A Company registered under the Singapore Companies Act enjoys the status of perpetual succession. This means the Company can survive without any form of supervision and control of the directors and shareholders. Even if there are no directors and shareholders, the Company can survive. The Company can enter into contracts and even purchase its property. However, the property can be purchased only through the gents of the Company. The directors are the agents of the Company.

Who Regulates Company Registration Procedure in Singapore?

The main regulatory authority for Company Registration in Singapore is the Accounting and Corporate Regulatory Authority (ACRA). The law that regulates the company registration procedure is under Chapter 50 of the Singapore Companies Act. The ACRA acts as a registrar for the company registration procedure in Singapore. When a public company has to offer shares to the public, a prospectus has to be made. The prospectus has to be according to the format prescribed by the MAS.

Eligibility criteria for Company Registration Procedure

The following have to company registration procedure:

Company Name

The name of the Company must be unique and different from other companies. To increase the reputation of the Company, the name must be distinguishable from others. The name of the Company must be as per the requirements of the ACRA. The name of the Company must be filed through the electronic portal of ACRA. This portal is known as BizFile+.

Director

A Company that is locally incorporated in Singapore must have at least one director. The director of the Company must satisfy the following criteria:

  • The director must be of sound mind.
  • The director must have crossed the age of 18 years.
  • The director must be a local citizen or Singapore permanent resident.
  • The director must also have an employment pass holder. For specific purposes, the director may require consent from the ministry of manpower.
  • The director cannot be disqualified under any law in force. Apart from this, the director must not be bankrupt.

Company Secretary

the Company must appoint a company secretary within six months of incorporation. The company secretary must be a national of Singapore. This position cannot be left untaken for more than six months. To maintain sustainable governance, the Company's director cannot be appointed as a company secretary under the company registration procedure.

Chief Executive Officer and MD- a Company, can recruit key management executives such as the CEO and the Managing Director to oversee the Company's affairs.

Auditor

An auditor must be appointed for the Company within three months of registration. This criterion is not required for companies that are exempted from audit.

Foreign Investor

A foreign investor that wants to register its local business must appoint a corporate agent to carry out the company registration procedure. The corporate agent can be a lawyer, a public accountant, or an advisor. The application for registering a local business in Singapore can be carried out online. The foreign business has to appoint a local director to carry out the business.

Shareholders

A Company has to appoint at least one shareholder. While providing the application for the shareholder's appointment, the Company must provide details such as personal details and residential address.

Issued capital

The minimum paid-up capital of the Company must be SGD 1. This is the minimum amount of capital.

Registered Office

The office address must be the mode of correspondence of the business dealings. This information must be filed with the ACRA. The registered office should be the place where all the records of the Company are stored.

Constitution of the Company

Constitution of the Company is a legal document stating the limits of the power of the Company. The objects of the company state what business the Company can enter into.  

Company Registration Procedure

Company Registration Procedure in Singapore is a straightforward process. As long as the required documents are submitted, a company can be seamlessly registered with the ACRAA. The following procedure is required for company registration:

Application for the Name

A company has to make an application for name. This application has to be carried out online on ACRA online portal BizFile+. The name of the Company has to satisfy certain criteria. The following criteria are:

  • The name must be differentiated from other company names.
  • The name must not be offensive against any Government Authority in Singapore.
  • The name must not infringe on any intellectual property rights of another company.

Fulfilling Eligibility Criteria

After the Company has filed the name as per the above requirements, the Company must also satisfy the eligibility criteria. If a company is starting a foreign branch in Singapore, the minimum authorized representatives must be satisfied.

Registration Fee 

For a local Company in Singapore for online registration, the fee is SGD 300 (Singapore Dollars). For a foreign company, the name application fee is SGD 15, and registration fees are SGD 300.

Financial Year

In the company registration procedure, you must decide the financial year for paying tax returns. The following dates are applicable for quarterly filing:

  • 31 March
  • 30 June
  • 30 September
  • 31 December

An accounting period or accounting year will be either 52 weeks or 12 months.

Submitting Application

  • The company registration application must be submitted on the BizFile+ portal for verification. The process is online.
  • If the applicant is registering for the first time, then a SingPass (Singapore Pass) would be provided to submit the application.
  • The SingPass can be used for checking the status online for registration.
  • Once the Company is established, a CorpPass would be provided to file compliances.

While submitting the application on BizFile+, the individual consent of all the key management executives must be taken into consideration. An email notification would be sent from the account.  The consent of the key management executives must be given within 60 days of the email.

The fee for registering a company through this method is SGD 300 (Singapore Dollars).

Status

The status of the application can be checked online by the applicant. The processing time of the application will depend on a case to case basis. For a foreign application, it takes up to 2 weeks to 2 months for the application to get processed. If there are any forms of licenses required, then the period may be more.

Documents required for the Company Registration Procedure

  • Information on the registration
  • Memorandum of Association and Articles of Association
  • Certificate of Incorporation
  • Residential Address of the Directors
  • Registered Office Address
  • Place of Business of the Office

Enterslice Advantage

At Enterslice, we have an expert group of professionals who will address your global business development needs. Our professionals have expert knowledge of the Company Registration Procedure in Singapore. For Global business registration to filing tax returns in another country, we act as a one-stop-shop for all your business needs. Using our service for company registration service in Singapore would provide you with the following advantages:

  • We will apply on your behalf to the ACRA. After filing, we will keep you updated on the status of your application.
  • We also offer documentation support services.
  • We also offer post monitoring compliance service.

How to Reach Enterslice

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Frequently Asked Questions

The foreign investor has to check the name of the office, which will start in Singapore. If this step is carried out, then the foreigner can recruit a Singapore national as a director to represent the Company.

Usually, the minimum capital required for a company is SGD 1 (Singapore Dollars). However, the minimum capital requirements differ when it comes to having an Entrepreneurial Pass or a relocation pass. In such circumstances, the minimum capital requirement is more.

No, the director cannot manage the work of the company secretary. This is to maintain some form of transparency and governance within the framework of the Company.

The Company Secretary must have the following:

• He must be a resident of Singapore or a Singaporean National.

• He must have passed and qualified the exams conducted for company secretaries in Singapore.

• Apart from this the company secretary must have relevant experience.

The Company has to follow the following compliances:

• Hold an Annual General Meeting every year, unless the Company is exempted.

• The Company must submit or file the annual return within seven months of closing the financial year-end.

• Foreign companies are required to maintain information on beneficial owners.

• Apart from this, the Company also has to maintain an electronic register of members with the ACRA. This information would be useful when there is a change    in the ownership pattern.

• Register of Key Executives such as CEO, MD, and Directors.

• Any change in the information of the Company must be reported to the ACRA within 14 days.

 

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