With limited natural resources, Singapore’s economic success is driven by its extensive trade networks and proactive government initiatives. These factors make Singapore an attractive destination for both multinational corporations (MNCs) and emerging entrepreneurs. This guide provides a thorough overview of the process for incorporating a company in Singapore.
A Guide to Singapore Company Incorporation
Singapore consistently ranks among the top in global business surveys, notably placing second in the World Bank’s Ease of Doing Business 2021. This ranking reflects the country’s efficient regulatory environment, including the simplicity of the tax system, ease of obtaining utilities, and the streamlined procedures required for company incorporation.
Key Requirements for Incorporating a Company in Singapore
Before starting the incorporation process, business owners need to prepare several critical components:
Company Name: Choose a name that is not offensive and does not misuse national symbols, such as “Merlion.” Certain regulated industries may require additional approval.
Principal Activities: Select up to two principal activities from the Singapore Standard Industrial Classification (SSIC) list. If the activities are regulated, the application may need approval from the relevant authority.
Directors: At least one director must be a local resident in Singapore.
Shareholders: Define the shareholders of the company.
Registered Office: Provide a physical address in Singapore.
Company Secretary: Appoint a company secretary within six months of incorporation.
Share Capital: Minimum initial paid-up capital is S$1.
Constitution Documents: Prepare the company’s memorandum and articles of association (M&AA).
Singpass: Obtain a Singpass to submit the incorporation application via Bizfile.
Pre-Incorporation Criteria for ACRA Registration
To apply to the Accounting and Corporate Regulatory Authority (ACRA), ensure you meet the following requirements:
Shareholders: At least one shareholder, which can be an individual or corporate entity.
Paid-up Capital: Minimum of S$1.
Company Secretary: At least one.
Local Director: At least one local or resident director.
Registered Address: A local, physical address (no P.O. Box).
Detailed Breakdown of Key Components
1. Company Name
When selecting a company name, ensure it is free from vulgar or inappropriate terms and does not misuse national symbols. Industries regulated by specific authorities may require additional name approval.
2. Principal Activities
Choose up to two principal activities from the SSIC list. These activities define the scope of your business operations. Regulated activities may require further approval from relevant governing bodies.
3. Directors and Shareholders
One director must be a local resident, and the company must have a registered office in Singapore. Directors must meet criteria outlined in the Companies Act, including being over 18 years old, not an undischarged bankrupt, and not disqualified from holding directorship.
4. Registered Office
The registered office must:
Be open for at least five hours each business day.
Be a physical address in Singapore (no P.O. Boxes).
Options for setting up include renting office space, using a virtual office, or applying for a home office license. Each option has different cost and administrative implications.
5. Company Secretary
Appoint a company secretary within six months of incorporation. The company secretary ensures compliance with statutory obligations and cannot be the sole director.
6. Share Capital
Singapore has a minimal requirement for paid-up share capital, set at S$1. Evidence of this capital in a bank account is not required initially, allowing the corporate bank account to be set up post-incorporation.
7. Constitution Documents
Prepare the company’s M&AA, which governs the company’s operations. Additional documents, such as a shareholders’ agreement or employee share option schemes, may also be required. Legal advice is recommended before finalizing these documents.
8. Singpass
To submit the incorporation application via ACRA’s Bizfile, individuals need a Singpass. Singapore citizens receive this automatically, while foreigners with qualifying FINs can apply.
Seeking Professional Assistance
Given the complexity of the incorporation process, engaging a professional corporate service provider can be highly beneficial. Experienced providers can help navigate regulatory requirements, address potential issues, and liaise with government bodies on your behalf.
FAQs about Registering a Singapore Company
Q: What are the mandatory requirements for a foreigner to register a company in Singapore?
A: The requirements for foreigners are the same as for Singaporeans:
Shareholders: At least one, with 100% foreign shareholding allowed.
Directors: At least one local resident director.
Company Secretary: At least one local resident.
Paid-up Capital: Minimum of S$1.
Registered Address: A local, physical address (no P.O. Box).
For expert assistance with incorporating your company in Singapore, contact Morgan Vantage Group (MVG). We offer comprehensive support to ensure a smooth and compliant incorporation process.
Contact Morgan Vantage Group (MVG)
Email: info@mvgtrust.com
Phone: +65 9893 2510
Website: www.mvgtrust.com
Let MVG guide you through the complexities of company incorporation and help you establish a successful presence in Singapore.
