Company Registration in Singapore - Business Starting & Setup

Singapore's legal system is almost wholly based on English common law, except from some issues of personal status of Chinese, Muslim and Indian community when Chinese, Muslim and Indian law is applied. Since its introduction in 1826, English common law had undergone a lot of changes to adapt it to special local conditions. Most part of law branches was codified, comprehensive legislation was applied.

Singapore applies English doctrine to the full extent, considering court rules an important source of law. Except from Singaporean, court rules of the UK, Malaysia, India and other countries which practice common law are applied.

According to Civil Law Ordinance, English commercial law is applied in Singapore in all cases regarding partnerships, corporations, banks and banking, agency agreements, transportation, trade, unless otherwise is required by Singaporean law. To be specific, there is Singapore’s own Company Law, based on Company Law of Malaysia of 1965. There are also national laws on trust companies, insurance, and banking.

The principal forms of business organization in Singapore are:

• sole proprietorship;
• partnership;
• limited liability partnership;
• limited partnership;
• private limited company;
• exempt private company;
• public company limited by shares;
• public company limited by guarantee;
• foreign branch;
• representative office.

Most companies in Singapore are registered as private limited companies. Unlike sole proprietorship and partnership, such a company has its own legal status, and liability of its shareholders and directors is limited by amount of their contribution into the share capital.

Company name should contain "Limited", "Pte" or “Sendirian Berhad”, “Sdn. Bhd.” (in Malay), indicating a type of business entity. In some cases when a company is to be engaged in activity for community’s interests (recreation, amusement, science, charity, etc.), words "Limited" or "Pte" may be omitted. Besides, there are several requirements to company names. A company cannot be registered under a name which is:

• identical with another company’s name registered in Registrar;
• undesirable;
• in the list of names prohibited to register by the Minister.

Company name can be checked in ACRA Online Directory. Approved name can be reserved for 60 days since application.

To register a private limited company in Singapore, you need to go through the following procedure:

1. Get approval of a company name (2-3 hours)

2. Register a company in ACRA

Required Documents:

• Memorandum – contains a company name, type of entity, information about individuals who signed it: complete address, names and place of work, amount of issued shares indicating currency of share capital, and Articles of Association;
• Statutory Declaration of Compliance;
• Particulars of Shareholders, Directors, Secretaries, etc.;
• Directors and shareholders identification documents (for individuals); Company Registration Certificate and registered address confirmation document (corporates);
• Registered office address in Singapore and office hours;
• Consent to Act as Director;
• Statement of Non-disqualification to Act as Director;
• Consent to Act as Secretary.

After registration you get the following documents:

• Certificate of Incorporation
• Business Profile, containing Unique Entity Number which must be printed on all outgoing documents, invoices, etc.).

These two documents are enough for all legal and contract purposes in Singapore, including opening of a bank account, office lease contract signing, phone and internet service contract conclusion, etc.

There are a number of restrictions on the activities of a private limited company. Some types of business (there are a few of them, though) require to get a license. It needs to be done after company registration, but before starting business operations, requiring licenses. Types of business requiring license include restaurants, educational establishments, tourist companies, financial services, export/import, etc. To register business and apply for licensing at one step you can go to Online Business Licensing Service – OBLS.

After successful registration of a company in Singapore you can open a bank account for your company in any bank in Singapore. To do that the owner of account has to be a director of a company and arrive in Singapore. Meanwhile, bank account in other banks can be opened without director’s presence.

Singapore companies must maintain a registered office in Singapore. It should be a real address, not a PO Box. Registered office should be open for public within three hours from 9 a.m. to 5 p.m. on weekdays. At the registered office all incorporation documents including Register of directors, managers, secretaries and auditors, as well as financial statements would normally be kept.

Every Singapore company must have as its common seal a metallic company seal which is normally produced by third-party stationers. The price depends on the production term: e.g, one day – 70 SGD.

The redomiciliation of companies either to or from Singapore is not permitted.

A Singapore company is required to have a minimum of one director who must be a resident, i.e. a citizen of Singapore, permanent resident of Singapore or an individual who holds Enterpass, Employment Pass or Dependent Pass. Other directors can be residents or non-residents. Directors should at least be 18 years old, cannot be bankrupt and accused of illegal activity in the past.

Directors should take part in Annual general meeting. There are no requirements to other meetings.

Information on directors is disclosed to local agent and put into the open register.

All Singapore companies must appoint at least one company secretary within six months of incorporation. A secretary should be a natural person permanently living in Singapore. He/she should be a qualified secretary who for at least 3 years in the period of 5 years immediately preceding his/her appointment as secretary, held the office of secretary of a company. At the moment of appointment secretary should file application for consent to act as company secretary in the Registrar. If the company only has one director, he/she cannot be the company secretary.

Singapore companies may have at least one or maximum 50 shareholders, individuals or corporations. Director and shareholder can be one person or two different individuals. Shareholders can residents and non-residents. Shareholders’ details are disclosed to the local agent and appear on the public file. Annual General Meetings are to be held annually with the first meeting to be held within 18 months of the date of incorporation and the following meetings – by the end of 15 months of the date of the previous meeting. At the meeting directors file financial report to shareholders.

In the summer of 2020, Singapore introduced a Beneficiary Registry: centralised but not public. The information contained in the central Registry is provided to law enforcement agencies only for the purposes of enforcing legislation within their competence, for example, to investigate money laundering offences. Ordinary citizens do not have access to the information.

The following data is provided to the central registry: Name, date of birth, identity card number, nationality, place of residence and date of origin of control over the company.

The share capital of a private limited company can be nominated in any currency.

Minimum paid-up share capital to incorporate a company is 1 SGD or its equivalent in any currency. Share capital can be increased any time after incorporation.

Shares do not have par value. Bearer shares are not permitted.