How To Incorporate A Company In Singapore

A company must first be incorporated before setting up and start doing business in Singapore. First of all, one must submit an application online via BizFile+ upon the approval of its name.

Requirements:

• You must have an approved company name prior to incorporation
• You must appoint one resident director (Singapore citizen, PR, or employment pass holder and at least 18 years of age)
  • You can appoint an unlimited amount of resident or non-resident directors as long as they are:
    • At least 18 years of age
    • Not bankrupt
    • Free of malpractice charges in the past
• You may have between 1-50 shareholders. Shareholders do not necessarily have to be directors and can consist of local or non-local individuals or companies. 
• You must have one resident company secretary within 6 months of your company’s incorporation.
  • Directors or shareholders may not perform this role.
• A minimum of S$1 of paid-up capital is required to register a company. This can be increased after incorporation.
• The company must have a local, physical address in Singapore. 
  • It can be residential or commercial
  • P.O Boxes are not allowed.

Non-resident Requirements:

• Above requirements are also included
• You must consult with a professional firm that offers incorporation services to register a company in Singapore, which would be under Singapore law.
• If you seek to incorporate a private limited company, a Singapore work visa is not required as you are able to operate from overseas. If you need to tend to company matters, you may do so on a visitor visa. In this case, you would need a local director who can be elected from our end.
• If you choose to operate in Singapore, you must obtain an employment or entrepreneurship pass, allowing you to act as the director to fulfill the one director requirement.
• All incorporation and permit duties may be handled from overseas.
  • Opening Singapore bank accounts must occur in Singapore.

Required Documents:

• Company name
• Description of the company
• Shareholder(s) information
• Director(s) information
• Official address
• Secretary information
• Company constitution

Steps to Incorporate :

First, establish a name for your company. New company names generally get approved or denied with the hour of submission. In other cases, such as having certain keywords in the name (law, bank, finance, etc.) the name approval process could be delayed by a few days or weeks.

For a quick name approval, ensure that the name:

• Is unique (do not copy from other companies)
• Does not violate copyright or trademarks
• Is not inappropriate or vulgar
• Has not already been reserved (reservations last 4 months from the date of application)

Log into BizFile+ using your SingPass or CorpPass to submit the online transaction. All proposed director/shareholder/secretary need to endorse their consent online via BizFile+.

Engage the services of a registered filing agent (e.g. law firm, accounting firm or a corporate secretarial firm) to submit an online application on your behalf.

Processing Time:

The application is usually processed within 15 minutes after the name application fee is paid.

It may take between 14 days to 2 months if the application needs to be referred to another agency for approval or review. For example, if the intention of the company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.

Model Constitution:

Section 19(1) of the Companies Act requires the Constitution of the proposed company to be submitted to the Registrar. If it is a private company limited by shares, Section 18 of the Companies Act requires the company’s Constitution to (1) restrict the right to transfer its shares, and (2) limit its members to 50 at most.

Endorsement for company incorporation:

A company incorporated by the directors themselves will require the proposed director/secretary/shareholder to endorse their consent online via BizFile+ within 120 days from the name application approval date.

Company name reservation:

An approved company name will be reserved for 120 days from the date of name approval. No further extension of name reservation period is allowed.

Alternate address:

The directors and other company officers may report an alternate address with the Registrar. The alternate address must be located in the same jurisdiction as the individual’s residential address. If the officer resident locally, the alternate address cannot be a foreign address. The alternate address cannot be a P.O. Box address and must be an address where the person can be contacted.

Incorporation Services:

We will walk you through the entire process of how to incorporate a Company in Singapore with the help of our incorporation services.

What happens after incorporation?

Once the registration process is successful, you may now open up a corporate bank account with any of the major Singapore banks (DBS, HSBC, OCBC, etc.)

As previously stated, most banks require the physical presence of the individual who wishes to open an account. If you are unable to do this, you must find a bank that does not have this requirement. 

Prior to business operations, various licenses may have to be obtained. Types of businesses that fall under this requirement include but are not limited to: restaurants, educational institutes, travel agencies, financial services, import/export-related industries, etc.

If the projected annual revenue of your company exceeds SGD 1 million, you need to register for the Goods and Services Tax (GST), which is known as Value Added Tax (VAT) or Sales Tax in other countries. GST-registered companies need to charge this tax (currently 7%) to their clients on the goods and services provided and remit this amount to the tax authorities.