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 before incorporation
• You must appoint one resident director (Singapore citizen, PR, or employment pass holder and applicant must be at least 18 years of age)
• You can appoint an unlimited no of resident or non-resident directors as long as they are:
  • At least 18 years of age
  • Not a 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.
• A minimum sum of at least 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.

SME Status

• There are 3 main criteria to be considered an SME in Singapore:
• Be registered and operate in Singapore;
• Have a minimum of 30 per cent local shareholding; AND
• Company’s Group annual sales turnover should be not more than S$100 million, OR
• Company’s Group employment size should be no more than 200 workers
• It is important to note that most SME grants favour locally owned companies. Foreign-owned companies will need to have at least a Singapore citizen or Permanent Resident (PR) sharing the ownership to be eligible to apply for SME grants.
• It is also imperative to acknowledge that different SME grants may have a different definition about what constitutes an eligible applicant. As such, SMEs should take the three criteria’s listed above as a general guideline only.

Non-resident Requirements

• Above requirements are also included for Non-residents.
• 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 a Company in Singapore:

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

Once the name application fee has been paid, the application is processed within 15 minutes.
If the application needs to be submitted to another agency for approval or evaluation, it could take anywhere from 14 days to two months. For instance, the application will be sent to the Ministry of Education if the company intends to carry out activities concerning the establishment of a private school.

Model Constitution

The prospective company’s Constitution must be presented to the Registrar as per Section 19(1) of the Companies Act. If the business is a private limited company, Section 18 of the Companies Act mandates that the Constitution restrict the ability to transfer shares and cap the number of members at 50

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

The Company’s name will be held in reserve within 120 days of the name’s approval. The name reservation term cannot be extended after the stipulated time.

Alternate Address

A different address may be provided to the Registrar by the directors and other company officers. The alternative address must be in the same country as the person’s residential address. If the officer lives nearby, a foreign address cannot be the alternate address. It must be possible to contact the person at the alternative address, which cannot be a P.O. Box.

What Happens After Incorporation?

Now that you know how to incorporate a company in Singapore, you may then 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 be present, you must find a bank that does not have this requirement.

Before business operations, there are various licenses 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.

You must register for the Goods and Services Tax (GST), also known as Value Added Tax (VAT) or Sales Tax in other countries, if your company’s anticipated annual turnover exceeds SGD 1 million. GST-registered businesses are required to charge their customers this tax, which is presently 8%, on the goods and services they offer and pay this sum to the tax authorities.
Once registered for GST we must file the SGT returns monthly or Quarterly.
Register for CPF this is a Compulsory pension fund scheme in which the employer and Singapore citizen/permanent Resident employee contribute a percentage of their monthly salary to the fund.