Incorporating a Company

Company Name

A company name must not be identical/similar to an existing name, undesirable or contain words that are restricted. An approved name will be reserved for 120 days from date of application. The company may by special resolution change its name, subject to ACRA's approval.

Special UEN

Following incorporation, ACRA will issue a UEN to each registered company. Business owners can choose their preferred UEN (known as Special UEN) from a list of reserved UENs during entity incorporation/registration or conversion. A Tier 1 Special UEN costs S$3,000 and a Tier 2 Special UEN costs S$1,000.

Business Activity

Every company has to register at least 1 primary business activity (or up to 2) in accordance with the prescribed SSIC Code. Depending on the business activity, application for government licence(s) may be required.

Shareholders

A private company must have at least 1 but not more than 50 shareholders. Shareholders may be individuals or corporations, regardless of nationality or place of registration. The powers of shareholders are typically governed by the Companies Act, the company's Constitution and shareholders' agreement if any.

Share Capital

Generally, the minimum paid-up capital is S$1 but it can be in any amount and currency so long as it is sufficient for the company to run its business. Share capital can be issued for cash or non-cash consideration during incorporation or subsequent allotments. Shareholders typically have voting and dividend rights in proportion to their shareholding (subject to the different classes of shares) and the right to convene/attend meetings and access financial statements and corporate documents. There is no concept of authorised capital (i.e., maximum amount of share capital) in Singapore. 

Directors

Every company must appoint at least 1 director who is ordinarily resident in Singapore (i.e., Singapore citizen, permanent resident or EntrePass holder). Directors must be natural persons above the age of 18 and have full legal capacity. Directors must not be undischarged bankrupts and disqualified to act. Directors manage the business of the company and may exercise all the powers of a company unless shareholders' approval is required under the Companies Act or the company's Constitution. Directors have a fiduciary obligation at all times to act honestly and use reasonable diligence in discharging their duties.

Company Secretary 

Every company must appoint a company secretary, who is a natural person above the age of 18 and ordinarily resides in Singapore, within 6 months of its incorporation. The company secretary is generally responsible for ensuring statutory compliance of the company and possesses the requisite knowledge and experience to discharge the functions of a company secretary. There are additional requirements before one can be appointed as the company secretary of a public company. Where a company only has one director, the director cannot be appointed as the company secretary.

Constitution

Every company must have a Constitution setting out its governance framework and the powers, rights and obligations of its directors and shareholders. Companies may adopt the model Constitution from ACRA or draft a Constitution in line with the shareholders' agreement.

Registered Office

Every company must have a valid registered office address (i.e., no P.O. Box address) in Singapore where all the official correspondence will be sent to this address. To use residential address as the registered office address, requisite government approval is required. It is also common for companies to adopt virtual office solution.

Alternate Address 

Officers who do not wish to reveal their residential address may register an alternate address (which must be within the same jurisdiction) where they can be contacted. For personal data protection purposes, the alternate address will be displayed in ACRA's public records instead of the residential address. Singapore citizens and Permanent Residents do not need to update ACRA on changes to their personal data, including residential address, which will be obtained directly from the relevant agency.

Financial Year End

During incorporation, a company has to indicate its financial year end. The first financial year must not be longer than 18 months from the date of incorporation. The financial year end determines the deadlines for the company to submit its annual and tax returns.

Incorporation Process

Subject to all incorporation documents being duly executed and ACRA's approval, a private company in Singapore can be incorporated within an hour. The application is done online through the ACRA's BizFile system.

Minute Book & Registers

Every company in Singapore is required to maintain its minute book and certain registers. Its registers of shareholders, directors/CEOs, secretaries, auditors and controllers are maintained by ACRA in electronic form. 

Unless exempted, companies, foreign companies and LLPs are required to set up a Register of Registrable Controllers (RORC) within 30 days of incorporation and file it (and any subsequent update) with ACRA within 2 business days. A Registrable Controller (also known as beneficial owners) refers to an individual or a corporation who has more than 25% shareholding interest in the company/LLP, holds more than 25% of members' voting rights in the company/LLP, or is able to exercise significant influence or control over the company/LLP. The company/LLP must send notices to potential controllers for confirmation and maintain the RORC at its registered office address or with its registered filing agent.

Financial Statements

Every company must prepare and file its financial statements with ACRA unless it is an exempted business entity such as sole proprietorships, partnerships, solvent exempt private companies and dormant companies.

Audit Requirements

Unless exempted, every company must appoint an audit firm, which must be public accountants or accounting firms approved by the ACRA, within 3 months from its incorporation. The auditor will hold office until the conclusion of the company's first AGM and be eligible for re-appointment at subsequent AGMs. The primary role of the auditors is to report on whether the company's financial statements are compliant and provide a true and fair view of its financial position and performance. 

Audit Exemption

Dormant or small companies are exempt from audit requirements. These companies therefore do not need to appoint auditors (or have their financial statements audited) for that financial year.

A dormant company is one which has no accounting transaction in the current financial year. Certain matters, such as appointing company secretary and auditor and maintaining statutory registers and books, are not considered as accounting transactions.

A small company is one which satisfies any 2 of the following criteria for the preceding 2 financial years before the current financial year: (1) The company’s annual revenue does not exceed $10 million; (2) the value of the company’s total assets does not exceed $10 million; or (3) the company does not have more than 50 employees.

Annual General Meeting

Unless exempted or dispensed with the holding of an AGM, every private company must convene an AGM, within 6 months after financial year end, to present its financial statements to the shareholders and for shareholders to attend and vote at key resolutions, including adopting the financial statements, re-appointing directors and auditors, approving directors' fees, and declaring final dividend.

Annual Return

Save for certain companies (such as solvent exempt private companies and companies regulated by the Monetary Authority of Singapore), every private company in Singapore is required to submit its financial statements in full XBRL format and annual return to ACRA within 7 months after its financial year end.

Tax Return

The deadline for e-filing of corporate tax is every 30 November. Singapore corporate tax rate is 17% of the company's chargeable income.

GST Registration

Unless exempted, every company in Singapore must register for GST if its annual taxable turnover at the end of each calendar year exceeds S$1 million. If the company believes that its taxable turnover will exceed S$1 million in the coming 12 months, it is also required to register for GST. Businesses may voluntarily register for GST subject to qualification.

Corporate Records

Any changes to the company and its officers must be filed with ACRA within the prescribed timeline. Every company is obliged to retain its business and financial records for at least 5 years from the end of the financial year in which the relevant transactions were made. Such records may be kept at the company's registered office or any other place that the directors deem fit.

Personal Data

Every company is expected to comply with the Singapore Personal Data Protection Act (PDPA) when using, collecting or disclosing personal data, and appointing at least 1 individual as the Data Protection Officer (DPO) to ensure compliance with the PDPA. While it is not mandatory, companies are encouraged to register their DPO's details with ACRA.

Non-Compliance

Failure to comply with applicable laws and regulations in Singapore may result in penalties on the companies and personal liabilities on their individual directors including jail term. It is therefore imperative for businesses to put in place proper systems, policies and processes and engage the right people to manage their compliance obligations.

Filing Agent

To be able to submit ACRA filings on behalf of any other person, a corporate service provider must be a registered business entity, has at least one registered qualified individual, its directors are fit and proper, and has completed the mandatory Anti-money Laundering and Counter-terrorism Financing (AML/CFT) course and passed the proficiency test at least every 2 years. 

Qualified Individual

Only the following persons can be a qualified individual:

• an advocate and solicitor of the Supreme Court of Singapore;
• a public accountant;
• a member of the Institute of Singapore Chartered Accountants; 
• a member of the Association of International Accountants (Singapore Branch); 
• a member of the Institute of Company Accountants, Singapore;
• a member of the Chartered Secretaries Institute of Singapore; or 
• a corporate secretarial agent who is carrying on the business of providing corporate secretarial services and has been a secretary of a company for at least 3 years in the preceding 5 years.

Compliance

Working with an established filing agent and qualified individuals helps to ensure that your business interest is protected so that you can focus on managing your business while we take care of your compliance matters.