SINGAPORE INCORPORATION

Overview


Incorporating a company in Singapore takes you to a country where the government is actively supporting business owners from the Small and Medium Enterprises sector.

The national and multinational business entities  benefit from the double taxation  and other types of treaties that Singapore has signed with other governments to facilitate the trade.

There are two main types of companies in Singapore: private limited companies, where there are less than 50 shareholders, and public limited companies, which have at least 50 shareholders and its shares are made available to the general public.

Entrepreneurs starting new business ventures will typically register their business as a private limited company.


BENEFITS OF COMPANY INCORPORATION IN SINGAPORE

  • According to a survey from the World Bank, of all the countries in the World, Singapore is where it is the easiest to have a business.
  • According to Forbes, Singapore is the third richest country in the World.
  • Singapore is the “most globalised” country of the sixty most developed countries, according to a survey from Ernst & Young.
  • Singapore is politically the most stable country in Asia.
  • The best qualified employees are located in Singapore.
  • The quality of life in Asia is the highest in Singapore.
  • Profits earned in another country are exempt from taxation.
  • The corporate tax rate is 8.5% up to SGD300,000, and 17% above it.
  • Dividends and capital gains are exempt from taxation in Singapore.
  • There are no property/death/inheritance taxes in Singapore.
  • In Singapore, personal income tax can be 0%, but no more than 20% above an income of SGD300,000.


Requirements


REQUIREMENTS OF COMPANY REGISTRATION IN SINGAPORE

  • Your company name needs to be approved before incorporation.
  • You need to appoint a minimum of one resident director . An unlimited number of additional resident or non-resident directors can be appointed as well. Both resident and non-resident directors need to be at least 18 years old, not bankrupt, and free of any malpractice charges in the past.
  • You can have anywhere between 1-50 shareholders , which may or may not be directors. Shareholders can consist of both local and non-local individuals and companies, and 100% non-local shareholding is allowed. After a Singapore company is incorporated, shares can be freely issued or transferred at any time. 
  • You need to appoint a qualified resident* company secretary within 6 months of your Singapore company’s incorporation. Sole directors and/or shareholders cannot act as the company secretary.
  • You need to possess a minimum of S$1 worth of paid-up capital (also known as share capital) to register your Singapore Company. This amount can be increased any time after your company is incorporated.
  • You need to provide a local, physical Singapore address as the registered address of the company. The registered address can be either a residential or commercial address, but not a P.O. Box.
  • Singapore-registered companies enjoy attractive tax exemptions and incentives. Your company pays less than 9% for the first S$300,000 you make in annual profits, followed by a flat rate of 17% flat thereafter. Singapore companies do not have to pay capital gains or dividend taxes. For further information on taxes, refer to our Singapore corporate tax guide.


Documents


DOCUMENTS REQUIRED TO REGISTER A COMPANY IN SINGA PORE

To incorporate your company in Singapore, you’ll need to provide the following documents:

  • Company name
  • Brief description of business activities
  • Shareholders' particulars
  • Directors' particulars
  • Registered address
  • Company secretary particulars
  • Constitution

If you are engaging the services of a professional service firm, they will typically require these documents from you in order to prepare the necessary paperwork:-

  • For non-residents: Copy of passport, proof of overseas residential address, as well as other Know-Your-Client (KYC) information such as bank reference letters, personal and business profiles, etc.
  • For Singapore residents: Copy of Singapore identity card
  • For corporate entity shareholder(s): Copy of registration documents, such as a Certificate of Incorporation and Constitution


Process


INCORPORATION PROCESS

After you have decided to incorporate a Singapore company, the next course of action will be to register your company. All companies in Singapore are governed by the Singapore Companies Act (Cap 50 of the 1994 Revised Edition of the Singapore Statutes).

There are two ways to get this done: you can a) use the Singapore government’s online portal at www.bizfile.gov.sg to complete the filing and registration requirements yourself; or b) choose the services of a professional firm to do this on your behalf.

The second option is a requirement by law for all foreigners who wish to set up a company in Singapore. Even for local entrepreneurs, due to the legal nature of a company, it’s highly advisable to engage a professional firm to not only manage the initial incorporation but also the on-going statutory compliance for their company.

The company incorporation process in Singapore involves two main steps: (a) registering the company name; and (b) incorporating the company. All Singapore companies are registered with Accounting and Corporate Regulatory Authority (ACRA).

Step 1: Register company name

Before a company can be incorporated, you must first secure a name for the company from ACRA. In most cases, the approval process for the company’s proposed name takes 1-2 hours unless the proposed name contains certain restricted words (such as bank, finance, law, media, etc.) or if the name contains certain undesirable words.

A name containing the restricted words might require the review and approval from a corresponding external government authority. If the name is referred to an external authority, the name approval may get delayed by few days or weeks. Therefore, to speed up the process of getting your company name approved, make sure it:

  • Is not identical or too similar to any existing local company names
  • Does not infringe with any trademarks
  • Is not obscene or vulgar
  • Is not already reserved

A fee of S$15 is charged for this process by ACRA. Once you have obtained the notice of approval, you will need to incorporate your company with that name. An approved name will only be reserved for 60 days from the date of application, although you can extend the name for another 60 days by filing an extension request just before the expiry date.

Step 2: Incorporate Company

The next step is filing the incorporation request and obtaining approval from ACRA. This can be completed in a few hours assuming incorporation documents are ready and have been duly signed by all the persons involved, such as directors and shareholders. Here is a brief rundown of key information and documents required for incorporation of a Singapore company:

  • Company Name
  • Brief Description of Business Activities
  • Copy of Identity Card for Singaporeans and Passport, Overseas Residential Address
  • Proof for foreign nationals
  • Shareholders Particulars
  • Directors Particulars
  • Registered Address for the company
  • Company Secretary Particulars
  • Memorandum and Articles of Association (MAA) for the company

A registration fee of S$300 is payable to ACRA at the time of incorporating a private limited company. Once you have completed the entire registration process and received an approval notification from ACRA, your company is legally recognized.