Singapore Business Registration 101 – A Quick Guide

Singapore Business Registration 101 - A Quick Guide

Whether you’re a Singapore citizen, permanent resident, or foreigner, Singapore business registration is quick, easy, and, most importantly, free from any unnecessary red tape and hidden fees. 

This guide outlines the requirements, procedure, timeline, and other important information regarding Singapore business registration.

Topics covered in this article:

  • Pre-registration requirements
  • Requirements for foreigners
  • Required documents for Singapore business registration
  • Choosing a business entity
  • Singapore business registration procedure and timeline
  • What happens after registration?
  • Other things to consider when registering a company in Singapore

Pre-registration requirements

Before registering your Singapore company, you’ll need to be aware of these requirements:

  • You must receive approval for your new company name before registering your business.
  • You must have at least one resident director in Singapore. The director can be a citizen, permanent resident, or someone with a valid employment pass or dependent pass. You can appoint as many local and foreign directors as you wish, but they must be no younger than 18, have a clean criminal record, and not bankrupt. 
  • You can have 1 to 50 shareholders, some of whom may or may not be directors. Shareholders can consist of both local and non-local individuals or companies, and 100% non-local shareholding is allowed. After the incorporation, shares can be freely issued or transferred at any time.
  • According to the Singapore Companies Act, Section 171, companies must appoint a qualified, resident company secretary within six months of incorporation. Note that company secretaries can’t be sole directors or shareholders.
  • To register a company in Singapore, you must have at least S$1 in paid-up capital, though you can increase this amount at any time after incorporation. Companies in Singapore do not use authorized capital, so ordinary shares, preference shares, and other types of shares are all possible.
  • You must provide a local, physical Singapore address as the company’s registered address. The registered address can be either a residential or commercial address but not a P.O. Box.
  • Unless the company has been exempted from audit (which is the situation for most startups), you might need to appoint an auditor within three months of registration.

For more detailed information regarding Singapore business registration requirements, please refer to this article

Requirements for foreigners

In Singapore, foreigners can run a company and own 100% of its shareholding. But to register a company, foreigners must engage in corporate services as they might not be aware of the regulations in the country. You can hire an official corporate service provider (CSP) like Biz Atom can help you set up your company and comply with all the regulatory requirements.

Furthermore, if you plan to reside in Singapore while operating your company, you are required to obtain an Employment Pass or Entrepreneur Pass. You can apply for either one of these work passes before the registration or within six months of incorporation. You do not need to apply for a work visa if you run your business from another country.

Another important thing to note is that you may need to appoint a nominee director. Even if you do not plan to relocate to Singapore, you must still meet the requirement of having a local director. 

Required documents for Singapore business registration

To proceed with Singapore business registration, you need to file the following documents with the company registrar, ACRA:

  • Company name
  • Brief description of activities & SSIC Code
  • Details of shareholders
  • Details of directors 
  • Registered Singapore business address
  • Share capital details
  • Company’s Constitution

If you hire a professional service firm, they will usually need the following documents from you in order to complete the relevant paperwork:

  • If you are a non-resident: a copy of passport, proof of overseas residential address, know-your-client (KYC) information such as bank reference letters, personal and business profiles, etc.
  • If you are a Singapore resident: a copy of your Singapore identification card.
  • If you are a corporate entity shareholder: a copy of the company’s registration documents, such as the Certificate of Incorporation and the Constitution.

Note that all these documents must be provided in English.

Choosing a business entity

Before you begin the business registration process, you must first determine the type of business entity you want to set up. There are three main business structures to choose from in Singapore:

1. Private Limited Company (Pte Ltd)

A private limited company (Pte Ltd) is the most scalable, modern, and flexible type of corporation in Singapore compared to other businesses. It is characterized by (a) having less than 50 shareholders and (b) not having its shares accessible to the public. Shareholders of a private limited company can be other companies, individuals, or a mixture of both.

2. Sole Proprietorship (SP)

A sole proprietorship is not considered a separate legal entity in the eyes of the law, which means that the owner – whether an individual or a legal body – and the firm are treated as one. This type of business can only be registered by citizens and permanent residents of Singapore or EntrePass holders.

Some other characteristics of a sole proprietorship are as follows:

  • Profits are taxed at personal income tax rates without access to tax incentives
  • No perpetual succession and non-transferable ownership to another person
  • Harder to attract investors, hire staff, and scale globally
  • Commonly used by small neighborhood shops or hobby eCommerce sellers

Since the personal assets of the owner of a sole proprietorship are not protected from the liabilities and business risks of the company, creditors could go after them if the company is unable to pay back a particular debt. This is why this type of business is not recommended for aspiring entrepreneurs.

3. Limited Liability Partnership (LLP)

A limited liability partnership (LLP) is a legal entity independent from its partners and is owned by at least two partners, persons, or corporations. It’s usually formed to carry out a profession, such as attorneys or architects, where two or more people want to join forces and develop a practice in their shared field.

Some characteristics of an LLP are:

  • Legal entities formed between 2 to 20 partners
  • Profits are taxed at personal income tax rates without access to tax incentives
  • Partners are held personally liable for the company’s liabilities and debts.
  • Commonly used by law firms to restrict the liability of partners across many transactions.
  • Available only to Singapore citizens, permanent residents, or Entrepass holders

Singapore business registration procedure and timeline

ACRA has entirely computerized the Singapore business registration process, which means that it can be completed on the same day in most cases. The registration procedure consists of only two steps:

  • Reserve a company name

Typically, new company names are approved or rejected within an hour. The only exception is if the proposed name contains specific words (such as a bank, finance, law, media, and so on) that may necessitate the review and approval of a related external government entity; in this case, the name approval may be delayed by a few days or weeks.

To increase your chances of getting your suggested name approved right away, make sure that it is not:

  • similar/identical to an existing company in Singapore
  • vulgar/obscene
  • already reserved

You may also refer to our guide on choosing a company name in Singapore.

From the date of your application, the approved company name will be secured for 60 days. You can extend the name reservation for another 60 days by filing an extension request immediately before the first hold ends.

  • Register your business 

Company registration can be completed in a few hours after the name has been approved and any fully signed incorporation documentation has been filed. Authorities may, in certain circumstances, request further information from shareholders or directors of certain nationalities.

When working with a CSP, the timeline is primarily determined by how quickly each shareholder and director can submit their personal documentation for verification, such as proof of identification and residential address.

What happens after registration?

  • You will receive a Certificate of Incorporation from ACRA via email, containing your company registration number. A hard copy of the certificate can be obtained for S$50 by submitting an online request to ACRA.
  • ACRA will also send you a Business Profile, which acts as an identity card of your company. The email notification of incorporation and company business profile is enough for Singapore’s legal and contractual purposes.
  • After you have successfully registered your company, you will be able to open a corporate bank account with any of the banks in Singapore. For more details, please refer to this guide.
  • To carry out business activities, you may need to secure business licenses. These will vary depending on the kind of business you’re engaged in. 
  • If your expected annual revenue reaches S$1 million, you’ll also need to register for Goods and Services Tax (GST). More information about our Singapore GST guide can be found here.

Other things to consider when registering a company in Singapore

Here are some other helpful things to keep in mind when registering a company:

1. Tax incentives

Startups in Singapore can benefit from various tax incentives and exemptions as long as they are eligible. This is one of the main reasons entrepreneurs worldwide seek to establish their businesses in the city-state. We’ve captured the highlights in our guide to Singapore’s corporate tax exemptions.

2. Business activity classification

Every business in Singapore must choose an SSIC code to define their planned business activity at the time of incorporation. SSIC codes are used for government statistical purposes, and some codes require the need for specific licenses. You can find more information about SSIC codes and search for the latest SSIC code corresponding to your business activities in Singapore here

3. Insurances

When starting a business in Singapore, it’s critical to consider what insurances you’ll require. You will be able to conduct your business with peace of mind if you have such protection in place.

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