Company Registration in Singapore: A Step-by-Step Guide

Registering a company in Singapore can be a straightforward process if you have all the necessary information. The country’s business-friendly policies, strategic location, and excellent infrastructure make it an attractive destination for global entrepreneurs looking to set up a business in Asia.

In this article, we will provide you with a step-by-step guide to the company registration process in Singapore. They include:

1. Choose a business name

Your company needs a unique name differentiating it from other companies. It’s the first thing people will associate with your brand, and it can have a significant impact on your success.

A good business name should be memorable, unique, and easy to pronounce. It should also reflect your brand’s values and personality. When choosing a name, consider your target audience, industry, and competition.

The first step is to select and reserve a name with the Accounting and Corporate Regulatory Authority (ACRA), the Singaporean agency overseeing business incorporation.

Your name must not be already registered by another company (you can check corporate registries to confirm this). It must also not be similar to an established trademark or brand name, or you risk expensive lawsuits.

You can reserve your name with ACRA for S$15. If approved, the agency will reserve the name for 120 days, during which you must complete the incorporation or lose the reservation.

2. Decide Legal Structure

The next step for company incorporation in Singapore is choosing the legal structure.

The legal structure you choose will determine how your business will be taxed, the level of personal liability you will have, and the amount of paperwork you will need to file. You have several options, including:

  • Limited private firm: A privately-held firm controlled by a small group of shareholders (up to 20). The shareholders are not personally liable for corporate debts and judgments. This structure is the most common in Singapore.
  • Unlimited private firm: A privately-held business controlled by a select group of shareholders. The difference is that the shareholders don’t enjoy limited liability, meaning they are personally responsible for corporate debts.
  • Limited public firm: Liability for shareholders is limited to the capital they originally invested. This type of business can have as many shareholders as needed and sell shares to the public. However, a public share sale requires a preceding filing with the Singaporean Monetary Authority.
  • Unlimited public firm: They can have as many shareholders as needed and sell shares to the public. However, shareholders don’t enjoy limited liability protection.

Each structure has its own advantages and disadvantages, so it’s important to research each one carefully before making a decision.

3. Appoint Directors and Corporate Secretary

Every Singaporean company must have at least one director who is a local resident. Other directors can be foreigners, but at least one must have a permanent address in Singapore.

Directors are responsible for the day-to-day management and setting of corporate strategies. They must be:

  • At least 18 years old.
  • Of full legal capacity.
  • Not disqualified from holding a director position due to previous conduct.

Singaporean law also requires companies to appoint a secretary within 6 months of incorporation. The secretary must be a local resident. They handle administrative tasks and advise directors on complying with the law.

4. Choose Shareholders and Share Capital

Every registered business must have at least one shareholder. Shareholders are individuals or entities that own stock in your company and share in its profits and losses.

Share capital refers to the total amount of money that shareholders have invested in your company. It is important to choose shareholders who align with your company’s values and goals and who can bring valuable expertise and connections to the table.

Additionally, determining the appropriate share capital is crucial for ensuring that your company has enough funds to operate and grow. By carefully selecting your shareholders and determining your share capital, you can set your business up for success.

You can pick any total number of shares (share capital) and allocate specific amounts to each shareholder. The greater the number of shares a person owns, the greater their influence over corporate affairs.

5. Documentation

With the above requirements ready, it’s time to file your incorporation application with ACRA. You must provide some documentation, including:

  • Valid identification and proof of residence for all shareholders, directors, and the corporate secretary.
  • Proof of a registered office address where you can receive mail concerning business matters. This address must be accessible to the public during working hours.
  • Share capital details, including the number and classes of shares.
  • Articles of association: A legal document outlining the rules governing your company.
  • Memorandum of association: A legal document signed by all shareholders declaring their intention to form a business.

The good news is you can submit your application and all the required documentation through the BizFile portal. It is important to ensure all documentation is accurate and complete to avoid delays or rejection of the application.

After submitting your application, ACRA will review it and decide whether to approve it. If approved, you’ll receive a Certificate of Incorporation confirming your business is now registered and formally recognized by the government. You can receive this certificate via email or by post.

Conclusion

In conclusion, registering a company in Singapore can be a straightforward process if you follow the step-by-step guide outlined in this article.

It is important to ensure that you have all the necessary documents and information ready before starting the registration process.

Additionally, seeking the assistance of a professional service provider can help simplify the process and ensure that you comply with all legal requirements.

With the right preparation and guidance, you can successfully register your company in Singapore and begin your business journey in this thriving economy.

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