How Do I Register a Company in Singapore?
If you are looking to register a company in Singapore, you may be wondering what are the different documents and processes involved. In this article, we set out some of the key things that you need to take note of when registering a company in Singapore.
Pre-Registration
Before you proceed with registering your company, there are a number of key things that you would need to take note of and decide on. These are necessary for you when you proceed to file the online application to incorporate or register your company:
Company’s Name
Before registering your company, you must first decide on its name to make it identifiable as your business or company. When deciding on a name, you should avoid the following:
- Choosing a name that is identical or similar to an existing company or business.
- Names which are considered to be vulgar, obscene or offensive.
- Names that are prohibited by order of the Minister for Finance.
For guidelines on selecting a name for your company, you may refer to this policy statement by ACRA, as well as this set of regulations.
Type of Company
Before registering your company, you will need to decide on the type of structure that best suits your business model.
In making your decision, you will need to consider the following factors:
- Number of owners
- Legal liability
- Ease of obtaining capital
- Legal formalities and compliance procedures
- Ownership and profit-sharing
- Business succession and transfer of ownership
ACRA has helpfully put together a summary table here, with an overview on the different structures.
For more detailed information on the different types of business structures as well as their respective benefits and disadvantages, please refer to our article on business structures.
Appointments of Key Personnel
You must decide on the appointment of key personnel in your company. This refers to the Director, the Company Secretary, the Managing Director or Chief Executive Officer, and Auditor.
Do note that for each of these key appointments, there are certain requirements that must be met before an individual can be appointed to the relevant roles. These requirements are set out by law, as follows:
Director
The director is the person in charge of managing the affairs of the company. Every company is required to have at least 1 director who is locally resident in Singapore. This means that they must either be a Singapore citizen, a Permanent resident, or a holder of an EntrePass/ Employment Pass.
In addition, a person who is to be appointed as director needs to meet the following requirements, where he/she must be:
- At least 18 years old;
- Of full legal capacity;
- A Singapore Citizen, Singapore Permanent Resident or EntrePass/ Employment Pass holder.
- Cannot be disqualified from acting as a director of a company e.g. an undischarged bankrupt.
- A EP holder wishing to become the director of a local company must first get a Letter of Consent (LOC) from the Ministry of Manpower
- FIN holders are advised to check with the relevant pass issuing authority (e.g. MOM/ ICA) on their eligibility before registering or taking on appointment (e.g. Director, Secretary)
Company Secretary
A company secretary must be appointed within 6 months from the date of incorporation. He or she must be:
- A natural person;
- Locally resident in Singapore.
Do note that the position of company secretary must not be left vacant for more than 6 months. In addition, the sole director of a company and the company secretary cannot be the same person.
Managing Director/Chief Executive Officer
A company can choose to appoint a Chief Executive Officer (CEO) or Managing Director to manage and oversee all or part of the company’s business. However, do note that it is not compulsory to make these appointments with ACRA.
Auditor
Every company is required to appoint an auditor within 3 months of its incorporation. However, this requirement does not apply if the company is exempted from audit requirements under relevant sections of the Companies Act.
For more information on when this exemption might apply, you may refer to this link.
Shares and Shareholders
Your company must have at least one shareholder. When registering your company, you are required to provide the details of the shareholder or shareholders, such as their personal identification details, contact information, and residential address.
You are also required to indicate the amount of issued capital – this refers to the total amount that the shareholders have paid for their shares. The minimum issued capital must be at least S$1. However, there is no requirement for a minimum paid up capital.
Registered Office Address
You are required to provide a registered office address during your application to register your company. This refers to the place where all communications and notices to the company are addressed to, and where the company’s register and records are kept.
A registered office must be operational and accessible to the public during normal office hours. However, it does not necessarily have to be the location where your company conducts its business activities. For example, the registered office address may be in Tanjong Pagar, but the factory where your company produces its goods is located in Jurong.
Company Constitution
The constitution is a legal document that sets out the following in relation to the company:
- Key characteristics of the company.
- The rules and regulations for its governance.
- How the company’s operations will be carried out.
- The rights and responsibilities of the key personnel, i.e., directors, shareholders and company secretary.
Do note that a copy of your company’s constitution must be submitted when you file your online application to incorporate your company.
If you do not wish to create your own constitution, you may also choose to adopt the Model Constitution. It can be viewed here.
A copy of the constitution signed by the shareholders must be kept at the registered office of the company.
Do note that any alteration of or amendments to the constitution will require the passing of a special resolution. The company will also have to submit a copy of the special resolution and a copy of the altered constitution to ACRA via Bizfile+ within 14 days.
Shareholder Agreement
In addition to the constitution, another important legal document is the shareholder agreement. Apart from the company constitution, another important legal document that is required as part of the incorporation process is that of a shareholder agreement.
This is a document which sets out the rules and regulations on how the company is to be managed, and also governs the relations between various parties such as the shareholders and other key personnel, such as the directors and managers. A shareholder agreement can be regarded as an ‘add-on’ to the company constitution by adding specific regulations that are not covered in the constitution.
A comprehensive and well-drafted shareholder agreement can ensure a smooth management of the company. It can also help minimise any potential disputes between various business parties in the company.
Deciding on a Financial Year End for Your Company
You must also decide on the first financial year end (FYE) of your new company. This will determine when your corporate filings and taxes are due. In addition, you must also determine whether your accounting period covers 12 months or over 52 weeks.
Do note that if there are any subsequent changes in the FYE, you are required to notify ACRA. The Registrar’s approval is required if:
- the change in FYE will result in a financial year longer than 18 months; or
- the FYE was changed within the last 5 years (from the date when the FYE was last change)
Registering Your Company
When you are ready to register your company, you will need to do so online via BizFile+.
An email notification for endorsement will be sent to the appointed officers, or key personnel highlighted above. Do note that all the company’s directors, shareholders and company secretary are required to endorse their consent online via Bizfile+ within 60 days from the date of email notification.
As of 2021, the fee for registering a company is $300.
Post-Registration
After you have completed the necessary processes to register your company, ACRA will issue several documents to confirm that your company has been incorporated. These documents are:
Certificate of Incorporation
You will receive an official email notification from ACRA confirming the incorporation of the company. This email notification will include the company registration number and is treated as the official certificate of incorporation of your company in Singapore.
Company Business Profile
ACRA offers all newly registered/incorporated companies a free copy of their Business Profile upon successful registration or incorporation.
The Business Profile is an electronic report which contains the business information that has been filed with ACRA. Do note that the Business Profile is required when opening a corporate bank account under the company’s name, or as a supporting document when applying for licenses and permits.
After you have successfully incorporated or registered your company, you will receive an email with a URL to download the free Business Profile. This email will be sent to the registered email address of the person who filed the registration.
Ongoing Obligations
After you have registered your company, the company’s director is required by law to comply with several statutory obligations under the Companies Act, which include:
Annual General Meeting
Unless exempted, all companies are required to hold an Annual General Meeting (AGM).
Annual Return
Annual returns must be filed within 7 months after the close of the financial year end.
Changes in Company Information
In the event of any changes to the company’s name, address, and business activity, to update ACRA within 14 days.
Changes in Personal Particulars of Company Officers and Shareholders
Companies are also required to update ACRA within 14 days of any changes to the personal particulars of the company’s officers and/or shareholders.
Do note that you also have an ongoing obligation to maintain company registers, as follows:
Register of Registrable Controllers
Unless exempted, all companies, foreign companies and limited liability partnerships (LLPs) incorporated in Singapore are required to set up and maintain a register of registrable controllers (RORC) within 30 days from the date of incorporation of the company.
Registrable controllers refer to the beneficial owners of the company. The register of registrable controllers should be kept in the company’s registered office address, or at the office of their authorised filing agent.
Electronic Register of Members
You are required to maintain an electronic Register of Members, which is a listing of all shareholders of the company, with ACRA. This information is updated whenever the company files a registration of share ownership or if there are changes in share ownership.
Electronic Registers of Directors, Secretaries, Auditors and CEOs
All companies are required to maintain electronic registers of directors, secretaries, auditors and CEOs with ACRA. If there are any changes in appointments, you must update ACRA within 14 days after the changes have been made.
The contents of this article are purely for informational purposes and do not constitute legal advice in any way whatsoever. Nothing published by Steadbook constitutes a legal recommendation, nor should any data or content published by Steadbook be relied upon for any legal proceedings.
Steadbook strongly recommends that you perform your own independent research and/or speak with a qualified lawyer before making any legal decisions pertaining to your company.