Things to Take Note When Setting Up A Company in Singapore

-        An approved company name (see below)

-        At least one shareholder, up to a maximum of 50

-        At least one resident director, who must be a Singapore citizen, a Singapore Permanent Resident, or a person who has been issued an EntrePass, Tech.Pass, Employment Pass, or Dependant’s Pass. Any number of additional resident or non-resident directors can be appointed as well, as long as they are older than 18 years old and are not disqualified from being a director (for example, if they are bankrupt).

-        One company secretary, who must be a local resident as well, and must be appointed within six months of the company’s incorporation. If the company only has one director, he cannot also serve as the company’s secretary.

Read also: Roles and Responsibilities of a Company Secretary

-        Initial paid-up share capital of at least S$1

-        A physical Singapore office address. The registered address can be either a residential or commercial address, but not a P.O. Box.


Get approval from ACRA for company name

This is the first step to registering a new company. There should be no problem in getting quick approval from ACRA as long as the registered name is free of any copyright issue and does not contain any vulgar or obscene words.

Approval can be gotten by applying through BizFile+, a web portal maintained by ACRA.

Once approved, the company name will be reserved for 60 days (and can be extended for another 60 days after if need be) from the date of application, giving you ample time to proceed with the incorporation of your company.


Prepare the necessary documents

The next step is to provide the following documents:

-        Approved company name

-        Brief description of business activities

-        Shareholders’ particulars

-        Directors’ particulars

-        Registered address

-        Company secretary’s particulars

-        Company constitution

Of these, the last one would probably take the most work to prepare. A company’s constitution sets out the organisational framework of the company. It typically consists of the company’s Memorandum of Association and Articles of Association. The former sets out what activities the company may engage in, while the latter governs the internal relationships between and among its members.

If necessary, corporate secretarial services can be engaged to draft and customise your company constitution.


Submit an application to ACRA

Once the documents are ready, you can head back to BizFile+ to apply for the company registration. The registration fee is S$315. Assuming the documents are in order, your company can be set up within minutes.

Should the authorities feel your application needs to be reviewed, additional information may be requested from you. Even then, the application process is not expected to take longer than a few weeks at most.


Success!

When your Singapore company has been successfully registered, you will receive an official email notification from ACRA enclosing your company’s official company registration number. This email is very important because it is considered to be the official certificate of incorporation for your company.

Hard copies of the certificate of incorporation are no longer given out by default, and they will cost $50 per copy if you make an online request to ACRA for one.

Your company business profile should also now be available for download after paying a fee of S$16.50 to ACRA.

These two documents are all you need for your company to begin engaging in business and contractual activities, such as opening a corporate bank account or signing an office lease.

And that’s it, you are now the proud owner of a Singapore company!

Some post-registration concerns

There are still a few more items that a company will almost certainly need after being successfully registered as one. This includes:

-        Share certificates for each of the shareholders

-        Share register indicating shares allotted to each of the shareholders

-        A shareholders’ agreement

-        A rubber stamp for the company (not necessary but good to have as a convenience)

Depending on the nature of your business operations, you may also need to obtain a business license. Examples of businesses that require a license includes F&B establishments, educational institutes, and financial services companies. More information can be found here.

A company common seal is an official seal that is used by the company to emboss documents, usually legally binding ones like deeds and contracts, as a form of endorsement.

Documents can be executed instead by signature from at least two directors of the company, one director and the company secretary, or one director in the presence of a witness.

Every company must also hold an annual general meeting (AGM) every calendar year, with its financial statements tabled at the AGM for the shareholders’ approval. Subsequently, within one month of the AGM, the company must then file its annual returns, and then prepare to file corporate income tax based on those annual returns. The last dates of tax filing for companies are 30 November (paper-filing) and 15 December (e-filing) of each year.

And finally, if the projected annual revenue of your company exceeds S$1 million, you must register it for GST. You are then obligated to charge this tax on your customers for goods and services provided and remit it timely to the tax authorities. You may refer to the IRAS website for more information on GST.


Grants that can help newly incorporated companies

Even without the ongoing Covid-19 pandemic, the Singapore government has always provided support schemes for SMEs and new businesses. Here are a few that your new business might be able to tap on.


1) Startup SG