When people are considering registering a new company or simply relocating their existing firm to Singapore, it is important to note that most companies in Singapore are registered as private limited liability companies, which are commonly known as private limited companies. A private limited liability company in Singapore is considered a separate legal entity and shareholders are only liable for the amount they have invested. Any individual, above the age of 18, whether local or foreign, can register a company in Singapore as long as they fulfill the following requirements:
- The company’s name should be approved.
- There should be one resident director (Singapore Resident), who is 18 years of age and hasn’t been convicted of malpractice in the past. There is no limit on the number of other directors and they don’t have to be shareholders either.
- Minimum limit of shareholders is 1 while maximum is 50 for a Singapore private limited company.
- $1 is the minimum paid-up capital.
- A local Singapore address has to be provided as the registered address of the company.
- No dividend or capital taxes have to be paid, but corporation tax of 9% is applicable.
Consideration for Foreigners
- When foreigners wish to register a company in Singapore, they have to use Singapore company incorporation services as they cannot self-register.
- No special Singapore visa has to be obtained by foreigners wishing to setup a company, but not wanting to operate it from Singapore. An Entrepreneur Pass or Employment Pass needs to be obtained in case of relocation.
- Business Name
- Brief description of activities
- Information about shareholders
- Information about directors
- Registered Address
- Memorandum and Articles of Association
The Singapore Registrar of companies has fully computerized the company registration procedures. Therefore, this process is efficient and quick and free of bureaucratic red-tape. Company incorporation doesn’t take more than 1-2 days.
In the setup procedure of the company, there are two distinct steps involved, which are:
Step 1: Name Reservation
The proposed company name needs to be approved for setting up a company. An application has to be filed with the Company Registrar for obtaining approval for the name. Generally, it takes an hour for the name to be approved or rejected unless there are certain words such as media, law, finance etc., which need approval from an external government authority.
Step 2: Registering Company
After getting the name approved, the incorporation request has to be filed and approval has to be obtained from the Registrar of Companies. Assuming all incorporation documents are ready and bear signatures of shareholders and directors, this process doesn’t take more than 2 hours. At the time of incorporation, a fee of $300 has to be paid to the Singapore Registrar of Companies.
Formalities After Registration
- Certificate of Incorporation
An official email notification will be sent by the Company Registrar as confirmation of the company’s incorporation. The registration number is mentioned in the email, which then serves as the official certificate of incorporation.
- Company Business Profile
The Company Registrar can also provide a company profile upon request that contains particulars of the company. The following details are contained in the profile:
1- Name and Registration number of company (Old names, if any are also mentioned)
2- Date of incorporation
3- Primary Activities
4- Paid up Capital
5- Registered Address
6- Shareholder Particulars
7- Directors’ Particulars
8- Company Secretary Details
- Corporate Bank Account
A corporate bank account has to be opened after a company has been registered successfully. Any major bank like HSBC, Citibank, Standard Chartered, DBS etc. can be used. Most of the banks in Singapore require the physical presence of the principals of the company during the account opening process.
- Business Licenses Application
Depending on the activities of a business, one or several business licenses may have to be obtained after the company has been incorporated, but before operations are commenced. Restaurants, travel agencies, educational institutions and financial services are some examples of businesses that need a license.
- Goods and Service Tax (GST) Registration
If the budgeted annual revenue of the company is more than 1 million SGD, it has to register for GST. It is known as Sales Tax or Value Added Tax in other countries and is 7% in Singapore. It has to be charged from the customers and paid to the tax authorities.