Register a Company in Singapore as a Foreigner

 

Company Registration Process Singapore

  • Choose your Company Name
  • Choose your Company Type
  • What’s Going to Be Your Financial Year End
  • List Details of Directors, Company Secretary, other Key Personnel
  • Allocate Share Capital
  • Set a Registered Office Location in Singapore
  • Draft your Company Constitution
  • Fill in the Singapore ACRA BizFile+ form
  • Open a Company Bank Account in Singapore
  • Set Process for Keeping Company Registers, Return Filing, & Keep ACRA updated of Changes
You can read more about "Register a Company in Singapore as a Foreigner" here

Singapore Company Registration: Step-by-Step

NOTE for Foreign Entrepreneurs Looking to Register their Company in Singapore:

As a foreigner, you need a local Filing Agent – a Singapore Corporate Secretary to file your Company Registration application.

If you’re not going to relocate to Singapore, you can still own 100% shares in your Singapore company, provided you’re above 18.

If you don’t intend to relocate to Singapore, you would need at least 1 local Singapore Director, who is a holder of Singapore citizenship, PR Visa, EntrePass, Employment Pass and has a locally registered address.

Step 1: ACRA Approves Your Company Name

The probability of quick approval will be greater if:

  • Your chosen name is unique, easy-to-understand, legible, and has no offensive parts
  • Your company name is free of copyright or trademark issues
  • If your company name contains words like “Bank,” “Finance,” “Educational,” “Media,” etc., it may need further approval

Step 2: Get the Documents You Will Need to Register Your Singapore Company

  • Company name that is ACRA okayed
  • A concise list of business activities
  • Company’s Singapore address
  • Names & IDs of Shareholders
  • Names & IDs ofNames & IDs of Directors
  • Names & IDs of Company Secretary
  • Non-Singapore Entrepreneurs to submit a passport copy & residential proof
  • Non-Singapore Businesspersons to submit Company Constitution (combining the earlier Article of Association & Memorandum of Association)

Note: Singapore Citizens & Permanent Residents must have a copy of their Singapore National Registration Identity Card (NRIC)

Foreign Individuals Require the Following Documents:

  • Passport (Copy of)
  • CV with proof of employment/letters of recommendation
  • Local Address
  • Foreign Companies Require the Following Documents:
  • Certificate of Incorporation from previous jurisdiction
  • Company Extract covering name, address, registration code, paid-up capital, IDs & addresses of Shareholders & Directors, list of authorized business activities
  • Resolution Appointing Authorized Person to Hold Shares & Sign Documents on intended Singapore company’s behalf
  • Organization chart detailing ultimate beneficial owners of the intended Singapore Company

 

 

Step 3: Company Constitution, formerly the Articles of Association & memorandum of Association documents. Now to contain

  • business name,
  • business activity list,
  • business address in Singapore,
  • details of shareholders, Directors, division of shares,
  • details of shareholders, Directors, division of shares,
  • Legal clauses outlining limited liability, capital distribution, subscribers and objectives as well as the rules of the intended company.

The ACRA provides a template that you can use if you don’t want to create your own company constitution.

Step 4: Submit Application on the BizFile+ Portal

If all your documents are in order, simply fill up your information on the ACRA’s BizFile+ webpage and click ‘Submit’.

Step 5: Confirmation of Incorporation

After you make the payment, the ACRA emails you to let you know that your company has been successfully registered. This mail includes the company registration number, a link to download your Certificate of Incorporation (digital copy) and Unique Entity Number (UEN). You can pay for a hard copy to the ACRA later.

Step 6: Acquire Business Licenses and Permits

Certain business activities need you to obtain permits and licenses beforehand. Fore example, eateries, cleaning businesses, academic institutes, travel agencies, financial service agencies, import/export companies, etc. need business licenses.

Step 7: Share Certificates

The corporate/company secretary allots share certificates to each of the shareholders. This is proof of their individual ownership of the company.

Step 8: First Board Resolution

After registering your Singapore company, you need to arrange a shareholder meeting to appoint at least one Director. Shareholders must also pass resolutions to employ other key company personnel, like the auditor, the company secretary, etc.

Step 9: Annual Filings & Returns

  • Principal activities
  • Paid-up capital
  • Registered address
  • Details of Shareholders
  • Details of Directors
  • Details of Company Secretary
  • One can proceed with all legal and contractual tasks which are required to be performed after receiving an email notification and business profile.

Post company formation in Singapore, annual filings must be submitted regularly.

Annual income tax filing is done with the IRAS.

Step 10: Corporate Secretary

After company registration in Singapore, there is a requirement of appointing a qualified company secretary within six months of incorporation under section 171 of the Singapore Companies Act. Citizens of Singapore who are not sole owners or shareholders can become corporate secretaries.

Step 11: Paid-Up Capital

At the time of company registration in Singapore, there is a requirement for a minimum paid up capital of Singapore $1, which can be increased at any time after incorporation.

Key Requirements for Your Singapore Company Registration

  • Company name: Approved company name registered with the ACRA
  • Director: Need at least one director who is either Singapore Citizen, Singapore Permanent Resident, or Entre Pass holder
  • Shareholders: Minimum of 1 and a maximum of 50 shareholders
  • Registered Local Address: You need a local registered address in Singapore for the company office
  • Company Secretary: Appoint at least one company secretary within six months from the registration date of the company
  • Initial Paid-Up Capital: Minimum of S$1 in initial paid-up capital

Types of Companies in Singapore

types of companies in Singapore

Other Business Entities that can be Formed in Singapore

  • Foreign Company Subsidiary
  • Foreign Company Singapore Branch Office
  • Foreign Company Singapore Representative Office

How to Choose your Company/Business Entity Type

1. Number of Owners/Members/Partners

If your company is intended to be controlled by you exclusively as an individual then setting up a sole proprietorship is the best.

If a company is going to be run by two or more (up to 20) professionals/companies with skills or resources that balance each other, then registering an LLP is right for you.

If a company is going to be run by a group of 1-50 individuals who own parts of the total business capital but don’t want to take all the risk then registering a private limited company is best.

2. Initial Investment

If you plan to launch a small business and expand later, setup a sole proprietorship at first. You may convert it into a private limited company when you’re ready to scale later.

3. Liability

The business structure defines your liability. The liability of a sole proprietor and members in an LLP is unlimited. It puts their personal assets at risk. The liability of shareholders in a private limited company is limited to their shares. Personal assets are not at risk.

4. Income Tax Rates

A Private limited company pays corporate taxes @ 0%-17%. Company shareholders pay personal income taxes separately for individual incomes from the company.

The owners of a sole proprietorship or a partnership are charged personal income taxes @0%-22% of the income from the business.

5. Funding for Expansion

Banks, financial institutes, and investors find a private limited company more trustworthy. The latter can easily raise capital for its growth or expansion but the reputation of a sole proprietorship depends on its proprietor and that of an LLP on its members.

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