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Guide to Register Singapore Company Registration
You can use this guide to gain an understanding of how to starting a business in Singapore, register your company in Singapore and register company in Singapore for foreigner. Just like any modern country, Singapore has a number of requirements for Singapore company registration that you must comply with when you want to start to register of company in Singapore and operate a business here. We urge you to engage 3E Accounting for company incorporation in Singapore, a top Singapore registration company, to help you through the rather complex company incorporation Singapore process of setting up your Singapore corporation at a reasonable Singapore company registration cost. Register Pte Ltd company in Singapore via Self-registration of a new company is not allowed in Singapore for foreigners.
In Singapore, creating a private limited liability company is the most common way to register a new or relocated business or starting a business in Singapore. A limited company Singapore style is a separate legal entity and it provides shareholders protection from debts beyond the amount of capital they contribute. The rules are set forth in the Singapore Companies Act for how to register a company in Singapore, which allows anyone above age 18 to register a Singapore company. This form of company incorporation Singapore or registering a company in Singapore provides the most efficient tax structure for a Singapore company.
Before You Register Company in Singapore
Keep in mind the following company information you’ll need to provide for registering a business in Singapore or register company in Singapore for foreigner:
- Company Name. You must receive approval for your new company name before registering business Singapore.
- Directors. You must have at least one Resident Director in Singapore. This person can be a citizen, permanent resident, or someone with a valid employment pass or dependent pass. You can appoint as many directors, local and foreign, as you want. You must ensure they are no younger than 18, have a clean criminal record and can’t suffer from bankruptcy. Directors need not be shareholders.
- Shareholders. For Private Limited Company, you can have between one and 50 shareholders. Shareholders can be individuals or entities, local or foreign. After incorporation, you can issue or transfer shares to shareholders. Your Company is considered as an Exempt Private Company (EPC) if the private company has at most 20 shareholders, and No corporation holds (directly or indirectly) any beneficial interest in the EPC’s shares. EPC will enjoy audit exemption if the Company is fulfilled the small company requirement. A minimum of one shareholder is required. 100% foreign ownership is allowed.
- Company Secretary. Under the Singapore Companies Act, Section 171, you have six months to appoint a qualified company secretary once you incorporate. A sole director or shareholder can’t also be the company secretary, who must be a natural person living in Singapore.
- Paid-up Capital. Your company must have at least S$1 in paid up capital for register Pte Ltd company in Singapore, though you can increase the amount at any time after incorporation. Singapore companies do not use authorized capital. It can be Ordinary shares, preference shares or other shares.
- Registered Address. You need to register a local business address to register Pte Ltd company in Singapore. It can be residential or commercial, but can’t be a post office box. Under the Home Office Scheme, homeowners are allowed to conduct small-scale businesses using their residential premises. This scheme applies to both HDB and private properties. Application for approval under the Home Office Scheme can be submitted to HDB or URA before or after business/company registration with ACRA.
- Taxation. You’ll love Singapore’s tax exemptions and incentives:
- Pay no more than 8.5 percent tax on your first S$300,000 of annual profits and 17 percent thereafter.
- Forget about dividend or capital gains taxes.
- Bask in the knowledge that Singapore companies enjoy some of the world’s best tax benefits and business reputations.
- Check the Singapore Corporate Tax Guide for more details.
Types of Companies in Singapore
The three most common business entities available in Singapore are sole proprietorship, limited liability partnership and private limited company as follow:
|Types of Companies Structure||Sole Proprietorship||Limited Liability Partnership||Private Limited Company|
|Suitable For||Individual with low risk.||Professional firms such as accountancy, law and architecture.||Businesses with projected growth, which may require additional funding for expansion.|
|Advantages||Low cost setup.||Low cost setup with limited liability protection.||Tax exemptions - first S$100,000 of net profit each year is tax at 4.25% and the next S$100.000 taxed at 8.5 percent for the first three years. More government grants are available for a PLC.|
|Disadvantages||Personal assets not protected.||Taxed at the individual level and requires paying a personal income tax rate that is higher than the corporate tax rate.||Compliance obligations such as financial reports, AGMs, etc.|
|Ownership||- Singapore Residents- Foreigners and corporations allowed only with appointment of a local manager||- Singapore Residents- Foreigners and corporations allowed only with appointment of a local manager||- 100 percent foreign or locally owned. No foreign shareholding restrictions.- Minimum one Singapore resident director required (We can provide you with nominee services).|
|Separate Legal Entity||No||Yes||Yes|
|Cap on Number of Members||One||Unlimited||Maximum 20 for exempt companies|
|Minimum Setup Requirement||One owner||Two partners||One shareholder and one director (the same individual can be both)|
|Limited Liability||No||Yes. The partners of a LLP will not be held personally liable for any business debts incurred by the LLP. However a partner may be held personally liable for claims from losses resulting from his own wrongful act or omission. But a partner shall not be personally liable for such wrongful acts or omissions of any other partner of the LLP.||Yes|
|Audit of Accounts||No||No||The Company will enjoy audit exemption if it is fulfilled the small company requirement.|
|Tax Treatment||Taxed at personal income tax rate (max is 22 percent)||Taxed at personal income tax rate (max is 22 percent)||Taxed at corporate income tax rate (max is 17 percent)|
|Cessation of Business upon Death of a Member/Partner||Yes||No. Any change in the partners will not affect its existence, rights or liabilities.||No. Equity shares go on in perpetuity.|
|Annual Compliance cost||Bookkeeping, Taxation service is required.||Bookkeeping, Taxation service is required. LLP is required to submit Form P to IRAS on annual basis. Each partners are required to report their LLP income or loss in their Form B as well.||Bookkeeping, Taxation service is required. In addition, you will need the secretarial services and prepare a set of unaudited financial statement which will cost you extra of $535 for each service. However, you will enjoy higher tax exemption and more government grant. For example, in Year of Assessment (YA) 2012, companies will receive a one-off, non-taxable SME cash grant of S$5,000. This cash grant is given to help companies offset the high costs which may persist in a business slowdown and is large enough to cover your annual compliance costs.|
Learn more on the types of companies in Singapore to choose the correct business entity on Sole Proprietor vs LLP vs Company in Singapore.
Considerations for Foreigners on How to Register Company in Singapore
If you are foreign and want to company incorporation in Singapore, pay attention to the following related to how to register a company in Singapore:
- The director and shareholder records are public accessible (at the fee of $5.50).
- Do not attempt to self-register your company. Foreigners are forbidden from doing this in Singapore. Instead, hire 3E Accounting to shepherd you through the process of register Pte Ltd company in Singapore.
- If you want to run your Singapore company but not live in Singapore, you won’t need a Singapore visa. You can operate the company from anywhere in the world and visit on short-term basis using a visitor visa. But you’ll need to have a local director living in Singapore. 3E Accounting can act as your local nominee director.
- You’ll need an Employment Pass or Entrepreneur Pass if you plan to operate the company locally. With this pass, you can be the company’s local resident director.
- 3E Accounting can handle all aspects of your company’s incorporation and work permit acquisition without you setting foot in Singapore. You might have to be present to open a bank account — it depends on the particular bank.
Required Information and Documents for company incorporation Singapore
The Company Registrar will need the following information and documents:
- Company Name
- Brief Description of Business Activities @
- Shareholders Particulars
- Directors Particulars
- Registered Address
- Company Secretary Particulars
- Memorandum and Articles of Association (MAA). Singapore Company Registrar provides a standard MAA document that is suitable for most instances.
@ Generally no restrictions except for financial services related or other politically sensitive businesses.
3E Accounting will collect the following documents to help you register your company at a reasonable Singapore company registration cost:
|Non-Residents (Foreigners)||Copy of passport, overseas residential address proof, and other Know-Your-Client (KYC) information such as a bank reference letter, personal and business profile, etc. Please refer to Singapore Company Incorporation for more information.|
|Singapore Residents||Copy of Singapore identity card|
|Corporate Entity Shareholder||Copy of registration documents such as Certificate of Incorporation and Memorandum & Articles of Association.|
We will need officially endorsed translated versions of any important documents that are not in English.
Registration Procedure and Timeline – how to register a business in Singapore
You’ll be relieved to know that the Singapore Registrar of Companies is fully computerized, keeping red tape to a minimum. 3E Accounting can submit your application in under an hour and the Registrar can normally incorporate your business in the same day. You can reserve your company’s name and register your company at the same time.
Step 1: Reserve Your Company Name
The Singapore Government must approve your company name before you can register it. The Company Registrar will oversee the process. 3E Accounting will fill out and submit the necessary application forms on your behalf.
The Company Registrar should notify you of her decision instantly. Certain words will slow down the process, including law, media, bank and finance. If you use these words, another Government Authority will intervene, which may delay the process by days or weeks.
To expedite the process, pick a name that:
- is different from any existing local company names
- does not infringe with any trademarks
- is not dirty, obscene or rude
- is not already reserved
You can sit on your name for 60 days and sit on it another 60 days by filing an extension.
You can refer to Guide to Select Your Singapore Company Names for more information.
Step 2: Register Company
After the Registrar of Companies approves your company name, they will process your incorporation application and documents within a few hours. 3E Accounting will make sure all documents are in order and the company directors and shareholders have properly signed all forms.
People from certain countries might find their application delayed. Though rare, it means that the Government Authorities will need to perform additional interrogations. You must pay the Registrar of Companies S$300 for her services upfront. This fee is included in the Singapore Company Incorporation Package provided by 3E Accounting.
Certificate of Incorporation
You’ll receive an email from the Company Registrar after she finishes. The email confirms that you are incorporated and informs you of your Company Registration Number. This is an official certificate of incorporation so don’t lose it. Singapore no longer uses paper certificates, although for a S$50 fee, the Company Registrar will give it to you. The processing time is from 3 to 5 days usually.
Company Business Profile
The Company Registrar will create a company business profile for your Singapore register company after the company registration process is completed. 3E Accounting will secure this for you. The downloadable PDF file contains key information, including:
– Company name and registration number
– Previous names for the company, if any
– Incorporation date
– Principal activities
– Paid-up capital
– Registered address
– Shareholders details
– Directors details
– Company Secretary details
Once you have the email notification and business profile, you can proceed with all legal and contractual tasks you need to perform in Singapore. You might need to open a corporate bank account, lease office space or set up your phone and Internet accounts. Ask 3E Accounting for assistance in all your setup tasks.
We will also help you to get ready for the following necessary items:
– Share certificates for each of the shareholders
– Share register indicating shares allotted to each of the shareholders
– Company seal for the company
– A rubber stamp for the company
Opening a Corporate Bank Account
There are many fine banks in Singapore, including as HSBC, Standard Chartered, Citibank, DBS, OCBC, and UOB. You might be willing to choose a bank that does not require your physical presences — 3E Accounting can see to the details. Please keep in mind that you’ll have a wider choice of banks if you can make an appearance in Singapore. If you come here, you can tour each bank, evaluate its facilities and see if the people working there meet with your approval.
For further details, refer to Opening a Corporate Bank Account in Singapore.
Applying for Business Licenses for starting a business in Singapore
If you engage in certain businesses in your company corporation, you might need a special license. This applies to companies that perform activities related to:
– educational institutes
– travel agencies
– financial services
– import/export of goods
– employment agency
For more information, refer to Singapore Business Licenses guide.
Goods and Service Tax (GST) Registration
3E Accounting certainly hopes your annual company revenue will exceed S$1 million. If it does, we will help you register for GST, which you might know as value added tax or sales tax. Once you receive your GST registration, you get to charge your customers an additional 7 percent for the goods and services you provide. You cannot keep this money. Rather, you must turn it over to the Singapore Authorities. If your annual revenue is below S$1 million, you don’t have to obtain GST registration. For further details on GST, refer to the Singapore GST Guide.
Annual Filing Requirements
Let 3E Accounting see to your annual filing requirements and formalities. These are spelled out in the Singapore Companies Act. For more details on this, see Annual Filing Requirements for Singapore Companies.
Annual Income Tax Requirements
Let 3E Accounting see to your annual income tax filing requirements and formalities. These are spelled out in the Singapore Income Tax Act. For more details on this, see Annual Income Tax Filing Requirements for Singapore Companies.
If you need to find out the Singapore Standard Industrial Classification (SSIC) code corresponding to your business activity, please use our SSIC Search.