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All companies in Singapore must be registered with the Accounting & Corporate Regulatory Authority (ACRA) and abide by the Companies Act.
While there are five different business entities to choose from, the most common and flexible business entity that can be set up in Singapore is a Private Limited Company.
To start a business in Singapore, you need an easy guide on the company incorporation procedure. We can assist you in the entire incorporation process, which generally takes only a few hours if all the necessary documents and details are prepared well in advance.
Register Singapore Private Limited Company
What is a Private Limited Company?
A private limited company is limited by shares and is a separate legal entity from its shareholders. It is recognised as a taxable entity in its own right.
As a result, shareholders of a Singapore private limited company are not liable for its debts and losses beyond their amount of share capital.
The key requirements to register a private limited company in Singapore are as follows:
- At least one shareholder (individual or corporate entity)
- One resident director
- One company secretary
- Initial paid-up share capital of at least S$1
- A physical Singapore office address
Note that foreigners registering a private limited company in Singapore must engage a registered filing agent, such as a corporate services firm, to help you submit your online application on BizFile+.
Documentary Requirements for Singapore Private Ltd Company Registration
The considerations and documents you will need for company incorporation in Singapore are:
| Company Name | Choosing this cleverly is important for brand-building. Try to include your business activities in the name itself for this purpose.
It’s also advisable to check whether your chosen company name matches an available domain name, as a suitable web address is a must for increasing business these days. Whether to go for .sg, .com, .org or any other extensions will depend on your target market. |
| Description of Business Activities | Use the Singapore Standard Industrial Classification Code (SSIC) 2020 to select the business activities your company will be engaging in. |
| Shareholding Pattern | When a Singapore Private Limited Company is formed, it must issue one or more subscriber shares to its initial members.
It may increase capitalisation by issue of further shares. The issued share capital of the company is the total number of shares existing in the company multiplied by the nominal value of each share. A Singapore company can be registered with a minimum paid up capital of S$1 (or its equivalent in any currency). Paid-up capital is essentially the portion of shares that the company has issued and received payment for in full. |
| Shareholders’ Agreement | It’s very important to have a proper shareholders agreement in place to avoid future disputes.
This agreement defines the relationship between shareholders and specifies their respective rights and obligations. It’s always advisable to protect your interests and have “controlling rights” of the company if you are the main brain behind the idea. |
| Shareholder’s Details | At least one corporate or individual shareholding is required. A director and shareholder can be the same or different person.
100% local or foreign shareholding is also allowed. The Companies Act allows a maximum of 50 shareholders for a private limited company. |
| Director’s Details | The company must have at least one director who is “ordinarily” resident in Singapore, such as:
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| Registered Office Address | During the process of incorporating in Singapore, a registered address is required.
All official correspondences are sent to this address. The registered address must be a physical address and cannot be a P.O. Box. Use of residential addresses is allowed for certain types of business. |
| Company Secretary’s Particulars | All private limited companies must appoint a Company Secretary within six months of incorporation.
He or she must have the prerequisite domain knowledge and is responsible for ensuring all regulatory compliances. Most companies in Singapore outsource the mandatory company secretary requirement to company incorporation specialists. |
| Appoint an Auditor | All Singapore incorporated companies must appoint an auditor within three months of incorporation unless the company is exempted from audit requirements.
To be exempted, the company must fulfill at least 2 of the following 3 criteria for the last 2 financial years:
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What Happens After Incorporation?
Once the private limited company is successfully incorporated, the soft copies of the following documents are issued:
| Company Business Profile | ACRA will issue a free business profile to newly registered entities. This business profile is an electronic report that has the business information of the entity.
You can also obtain a physical copy of the company business profile on payment of a small fee. |
| Certificate of Incorporation | The Singapore Company Registrar issues an email confirming the incorporation of the company.
It includes the company’s Unique Entity Number (UEN), which is the standard identification number issued by the government to any entity registered in Singapore. A hard copy of the certificate of incorporation can be purchased if required. |
| Issuance of Share Certificates | This certificate constitutes proof of share ownership and indicates shares allotted to each of the shareholders. It is the responsibility of the company secretary to issue this certificate. |
| First Board Resolution | This resolution is needed to make appointments of shareholders and directors in the company official. |
| Bank Account Opening Resolution | A private limited company is a separate legal entity from its directors and shareholders; therefore it will need its own bank account.
Thus, a resolution by the board of directors of the company sanctioning the opening of the account and specifying the signatories to the account is required. |
Post-incorporation Compliance Requirements
Every Singapore company needs to fulfil these filing and compliance requirements post-incorporation:
| Annual General Meeting (AGM) | Every company must hold its AGM every calendar year, with its financial statements tabled at the AGM for shareholders’ approval. |
| Annual Returns (AR) | Every company must file its annual returns within one month of its AGM date. |
| Corporate Tax Filing | The deadline for filing corporate income tax returns is November 30, every year. Documents to be submitted are audited or unaudited Reports and tax computations.
You can calculate your corporate tax here with our complimentary tool. |
| Determining the Fiscal Year (FYE) | Each company in Singapore has to determine its financial year end (FYE), which does not necessarily have to be December 31.
It’s advisable to keep the company’s FYE within 365 days in order to enjoy tax exemption for new start-up companies (75% tax exemption on the first S$100,000 of normal chargeable income for its first three consecutive years of operations). |
Related Read: 8 Things to Do After Incorporation of Your Singapore Company
Government Grants for Newly Incorporated Singapore Companies
Companies incorporated in Singapore can also take advantage of a few government schemes to promote and grow their businesses. One example is the Enterprise Development Grant (EDG).
Opening a Singapore Corporate Bank Account
During company formation, be careful while choosing your corporate bank account as Singapore has an array of banking options available to private companies.
The banking requirements, application procedure, and the time taken for opening are also all different. Some banks may offer an initial waiver period of bank charges, for any basic banking procedures such as depositing and withdrawing cash or checking on the status of the account.
Generally, you will need the following to open the account:
- A resolution by the company’s board of directors sanctioning the opening
- A copy of the certificate of incorporation
- A copy of the business profile
- Copies of the passports (or Singapore national identification cards)
- Proof of residential addresses of the directors and ultimate beneficial owners
Start Your Singapore Private Limited Company With Expert Help
In conclusion, if you’re considering starting a business in Singapore, forming a private limited company could be the best option for you.
We hope this guide has given you a clear understanding of the process of registering a company in Singapore and the steps you need to take to ensure successful incorporation.
Seek professional advice from a corporate services provider such as SCI to make sure you comply with all the regulations and requirements!
FAQs About Private Limited Company in Singapore
Incorporate a Singapore Private Limited Company Quickly and Easily
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