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INCORPORATING A COMPANY IN SINGAPORE: REQUIREMENTS, PROCEDURE AND TIMING

Thanks to a unique infrastructure, flexible tax system and minimal bureaucracy, Singapore is a favourable and prestigious country, in which to establish a business.

When setting up a business in Singapore, the most common legal form for foreign investors is the private company limited by shares (Pte. Ltd.). A private limited company is defined as a local incorporated company with no more than 50 shareholders. Shareholders' liability is limited to the amount of their paid-up capital contribution.

There are many advantages of a private limited company for foreign investors. It protects the personal assets of individual investors, unlike a ole proprietorship or partnership, and provides tax benefits under certain conditions. With a rivate limited company, the dividends payable to shareholders are not taxable. Additionally, it allows shareholders and foreign directors to apply for an Employment Pass.

Requirements to incorporate a company in Singapore

  • A minimum of one shareholder. 100 per cent foreign ownership of shares by individuals or legal entities is allowed.
     
  • At least one director must be a ingaporean resident, i. e. a Singaporean citizen, a Singaporean permanent resident (PR) or a foreigner holding a valid Employment Pass (EP). Note that there are no restrictions on the number of additional local or foreign directors.
     
  • At least one corporate secretary must be a ingaporean resident and qualified to hold the position. Specifically, the corporate secretary must have experience in the custody, maintenance and control of documents according to Singaporean law.
     
  • There are no requirements for minimum paid-up capital when incorporating a private limited company in Singapore. It is possible to register a company with paid-up capital of one Singapore dollar. Note that the share capital can be held in any currency.
     
  • A local registered address in Singapore is required for a private limited company. Post Office Box addresses are not allowed.

Thus, the formula for the requirements to incorporate a rivate limited company in Singapore is as follows:

1 Shareholder + 1 Director + 1 Company Secretary  S$1 + 1 Registered Address =
A Singapore Private Limited Company

Once the decision is made to register a company in Singapore, the standard procedure is divided into three steps. The preparation phase (step ) consists of the approval of the company name, preparation and signing of all necessary documents. The incorporation phase (step 2) entails the submission of the actual application to the authorities. The follow-up phase (step 3) consists of opening the necessary bank accounts and, if necessary, obtaining licences and/or permits.

Before incorporating a private limited company, one must consider the following:

1. Choice and definition of the business activity of the company. Keep in mind that some business activities are subject to further control through the state authority of Singapore and that it may be necessary to obtain relevant permits or licences. Basically, such requirements apply to banks, financial and insurance companies, touristic and recruitment agencies, private educational institutions, and restaurants and bars. Special requirements exist for importing goods into Singapore, and for the sale and manufacture of some goods, foodstuffs and liquors on the territory of Singapore; for these activities, special permits are required and are issued through special authorities. Hence, before incorporation, a company should receive advice about the necessity and conditions of licences/permits.

2. Choice of the company name and verification of its "uniqueness". It is advisable to have at least two to three variants in case the first choice is already registered or is not approvable due to other reasons. Such reasons may be: infringement under trademarks or patents, indecency, etc. Note that names containing words such as "school", "tourist agency", "bank", "financial institution", etc. are subject to additional approval by the regulatory body of company registration in Singapore. Using such words listed above in the company name may prolong the application process by up to two months, whereas the normal incorporation process takes only a few hours.

3. Definition of the paid-up capital amount. The company can be incorporated with S$1, but a larger amount of paid-up capital is advisable and sometimes necessary. For example, one of the conditions for incorporating a tourist business is to have a paid-up capital not less than S$100,000.

4. Determination and approval of the company's shareholders and the amount of their individual paid-up capital.

5. Determination of the director(s). To meet the requirements of Singaporean law, a ominee director will be appointed, who will act as director until the foreign director receives an Employment Pass. Once an Employment Pass is obtained, the interim nominee director will resign.

6. Preparation of all necessary documents and their signing.

Time Requirements

The Singapore company incorporation process is online and takes from several hours to several days to complete. The length of this period depends on several factors: the company name approval by the registration authority and the preparation and the signing the necessary documents.

Opening a bank account for the company can take anywhere from one day to several weeks and it depends on the chosen bank, and the director's physical presence at the bank for signing the necessary documents to open the bank account.

Based on the company's activities, additional permits or licenses may be required and must be applied for. Most permits and licenses can be obtained online and can take from a couple of days to several weeks, depending on the complexity of preparation and the necessary documents and information.

Text Zlata Sheve
Design Gleb Osipov

 

Submit new comment


 

Hi
We would like to incorporate one co at singapore we are from india and dubai. we also interested to purchase a ready company.
rgds
Nawal Maheshwai
Nawal Maheshwari, 2011-12-06
Hi,
I would like to incorporate a company in Singapore. Pls revert how we can proceed further.
Bhinang Tejani, 2012-11-07
Can u give me some information regarding incorporating company in Singapore and also the types of company??
Aaditya, 2012-12-11
Would like to form a company Limited by Guarantee. Please call me at 96320203.
Dr Yan Poh Soon, 2013-01-02
We are a private limited company based in India. We wish to start a private limited company as our subsidiary in singapore. The basic activity of the company will be supporting its parent company in switching BL for exports made from India. Further the company in singapore will arrange for discounting of bills drawn by its parent company.

Currently, the company does not have anyone to be director in Singapore. All such formalities have to completed by you.

Kindly advise the procedure & possibilities of forming such company.

Also advise your fees for incorporating such company and annual fees for maintenance of a virtual office and complying with statutory obligations.
Arvind Mishra, 2013-06-11

i completed B.TECH IT ,i need job sir please contact to me
pandiyan, 2013-10-17
we would like to establish a representative / branch office in singapore. currently our headquarter based in dubai freezone
nature of business logistics (freight forwarding)
Abdul
abdul latheef, 2013-10-16
Dear Madam/Sir,
I am looking for having a LTD company in Singapore. The company will be almost idle. What would be the cost of formation for the first year? I ma foreigner. I do not have a registered address in Singapore.
Thank you in advance,
Best Regards,
Sergey, 2013-11-12
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Your name, 2013-11-20

We are looking to establish office at Singapore or may be virtual office. Please let me expenses and legal formalities involved.

This
Jatin
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Jatin, 2013-12-03

Hi,

I require some information with regards to forming a limited company in Singapore. I work on a freelance basis in the offshore oil & gas industry in various worldwide locations. I reside in Spain however travel through Singapore frequently for either work related purposes or when Im travelling to my home country, New Zealand. Is it possible to form a limited company is Singapore when regarding my type of situation? If so how do I go about starting this process and what are the associated fees, etc.

Best Regards,
Ryan Cantlon

Ryan Cantlon, 2016-08-09

i would like to register my company in Singapore
Ssebabenga Joel, 2014-03-19
I am representing a European bank Rietumu Bank (www.rietumu.com) with representatives across Europe, Asia and CIS countries focusing on non-resident corporations and high net worth individuals.

We offer a wide range of financial services (multicurrency bank accounts, quick international payments, investment accounts, financing etc.) and online card payment processing services (acceptance of VISA/MC payments).

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Arturs, 2016-03-11

I am representing a European bank Rietumu Bank (www.rietumu.com) with representatives across Europe, Asia and CIS countries focusing on non-resident corporations and high net worth individuals.

We offer a wide range of financial services (multicurrency bank accounts, quick international payments, investment accounts, financing etc.) and online card payment processing services (acceptance of VISA/MC payments).

If that is of interest, let me know on aprieditis@rietumu.lv

Arturs, 2016-03-11

Hello!!!

This is regarding Incorporation if Subsidiary Company in Singapore. I would like to introduce My self as Practicing Company Secretary from Mumbai.

We want to incorporate subsidiary of Indian Company at Singapore having Share Capital.

My client is having a IT business in India at Mumbai and the business is operating through Private Limited Company which is incorporated under Companies Act, 2013.

We request you to please provide the documents & compliance in detail as required for establishing said Company at Singapore.

Please also send us the time involved, structure of professional fees and statutory/government fees structure for said assignment
Deepak Variya, 2014-07-15

Dear Sirs,

We would like to open a new company in Singapore with the following name "Sea Service Singapore", as its owner will be another foreign company, (we offer you two options - one registered company in United States of America and another company registered in Belieze). The activity of the newly opened company will be shipping agency, manning agency and recruitment agency marine specialists. Our future development plans are to find an office in Singapore to hire a worker there in the office as a Secretary or Assistant. We would like to understand the steps that are needed to be done to create this company and therefore how much it will costs? Representative of the owner of the company will be a Bulgarian citizen who will have all necessary rights to represent the company where necessary.

We have several questions about the laws in Singapore:

1. As our representative Bulgarian citizen, what kind of Passes/necessary documents he needs to be possible for him to work and represent the company.
2. What is the procedure for obtaining/receive a certificate of permanent residence in Singapore, because we have long-term plans to develop our business in Singapore?
3. Is there a minimum wage in Singapore for the position of "Director" (Representative) and what is the size (% and amount) of social and health insurances (contributions)? Please note that the representative is currently provided in Bulgaria.
4. Is there a minimum wage in Singapore for the position "Secretary / Assistant" and what is the size (% and amount) of social and health insurances (contributions)? Our plans are to employee in our company in Singapore such a Secretary / Assistant .What are the necessary documents, requirements, etc. for the employment of office "Secretary / Assistant"
5. As we described above, our new company in Singapore will act as shipping agency, manning agency and recruitment agency marine specialists.Is it possible to advise us about Singapore laws - does the company need to have some special licenses for such an activity? If the company needs of some licenses would you be so kind to advise us about the types, requirements, terms, administrative fees and etc.?
6. Are there any preferences/tax relief for this kind of activity of the company?

Thanks in advance.
Best regards.
Siyana Petrova, 2014-07-28

Hi All

We are Singapore registered company. Currently owing a Restaurant and Pub with projected profit of $45 K SGD. We are intending to sell our company and business because of relocation.

Please email me if interested. Thanks
Astha, 2014-08-01

Hello sir I would like to incorporate a company in singapore plz let me know the whole procedure with your company fees etc ,everythig in details plz. thanks
paramjeet, 2014-08-03
Hi. I would like to set up a company with import and export nature in energy supplier and engineering scope. My concern is enjoy business visa under this company. I was wondering if you could help me to start the procedure and knowing initial required fee and capital.
fatemeh, 2014-08-25
Our Singapore base Company has been in business for many years and we seek more partnership interested to expansion to Thai,China and the rest of Asia.
The interested partnership registration must be incorporated from Singapore and we will take you to venture to others part of the country.
Drop me a email at jurongmail@singnet.com.sg

Edmund Lim, 2014-10-08
I am interested in forming a private limited company. I am from USA. Do I need a paid up capital? Is a Plc the only type of company I can form as a foreigner?
Thank you
Maria Skapinaki, 2014-11-18
Bestar is a full service accounting company located in Singapore. For years, we have been providing company incorporation, corporate secretarial, bookkeeping, accounting, payroll, taxation, business software consulting, and many other accounting services to a wide range of clients, including both businesses and individuals. We have developed a reputation for professional excellence through the high quality of services we perform for our clients.

http://www.bestar.com.sg
Bestar, 2014-12-07

Hi,

we plan to open the subsidiary office in Singapore. To benefit from tax incentives, we are thinking to make to 70% parent Co. ownership and 30% local ownership.
My question is what the local share holder mean?
Shall be Singaporean, or PR or or someone with S'pore Employment pass can be considered as a local shareholder?

Patrick, 2014-12-19

Dear 103 MERIDIAN EAST,

This is Kristian Philip Lee, an in-house Property Consultant from Alveo Land Corp., a wholly-owned subsidiary of Ayala Land Inc., which is the Philippine's top real estate developer.

We are in the process of expanding our business internationally and we consider Singapore, being one of the top performing countries in Asia, as a strategic partner in marketing our real estate.

As such, our team are scheduled to conduct a roadshow this coming Feb of 2015 and I am hoping we could set up a meeting with you to discuss possible great investment options in real estate properties in the Philippines.


I'm looking forward to the start of a long and fruitful business relationship with you.

Thank you.

Sincerely yours,


Kristian Philip Lee
Property Investment Consultant

M: 0917.840.0799
E: philiplee.alveoland@gmail.com
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