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Singapore Company Incorporation FAQs

Frequently Asked Questions about Singapore Company Formation

TOP FAQs

  • What are Private Companies?

    Maximum number of shareholders is limited to 50 and the memorandum and articles of association restricts the right of its members to transfer their shares in the company.

     

    A private company limited by shares can be classified as a exempt private company.

    The key characteristics of an exempt private company is:

    • No more than 20 shareholders; and
    • All the shareholders are individuals.
    • Exempt private companies with an annual revenue of less than S$5 Million are exempted from audit requirements and are not required to file financial statements with the ACRA.

    It is also exempted from prohibitions against loans to its directors or to companies related to its directors.

  • What is a company?

    A company is a business entity registered under the Companies Act, Chapter 50. Most companies in Singapore are private companies limited by shares and are recognized by the suffix “Pte Ltd”.

  • Does a Singapore subsidiary require a registered address in Singapore?

    Yes, all Singapore companies and subsidiaries need to have a registered address in Singapore.

  • What is the difference between a director and a shareholder?

    Shareholders
    own the company and are entitled to the profits of the company.

    Directors
    managing and overseeing the company operations, dealing with the everyday responsibilities.

  • Who is ordinarily resident in Singapore?

    A Singapore citizen, Singapore Permanent Resident or EP holder who is residing in Singapore.


Company Formation

What are the basic requirements for incorporation of a company in Singapore?


  • Any local or foreign person can incorporate a company in Singapore
  • Minimum of 1 director and 1 shareholder
  • At least 1 director must be a local resident (ie. Singapore citizen, permanent resident or EP/DP holder)
  • 100% foreign ownership is permitted
  • Minimum Issued Share Capital of $1 only
  • A local registered address is required
  • A local qualified company secretary must be appointed

Do I need to be present for the incorporation process?


No, you can complete the whole process online.

Do I have to be a Singapore resident to incorporate a company?


No, but you will need to appoint at least one director who is ordinarily resident in Singapore.

Can my company be 100% foreign owned?


Yes, Singapore permits 100% foreign ownership of Singapore companies.

I am a foreign person who would like to incorporate a company in Singapore.


Will I be able to relocate to Singapore to manage my business?

Yes, you will need to incorporate your Singapore company and subsequently apply for an Entrepreneur Pass or Employment Pass from the Ministry of Manpower.

Chúng tôi muốn thành lập công ty ở Singapore nhưng không đáp ứng những điều kiện của giám đốc bản địa.



Có một vài lựa chọn quý khách có thể xem xét:
 

  • Nếu quý khách có kế hoạch muốn chuyển tới sinh sống ở Singapore, quý khách có thể cân nhắc đến việc trở thành giám đốc bản địa dựa trên sự chấp thuận Thị thực lao động hoặc thị thực Doanh nghiệp.
  • Theo một cách khác, quý khách có thể sử dụng dịch vụ giám đốc chỉ định từ những công ty dịch vụ chuyên nghiệp để thỏa yêu cầu giám đốc bản địa. Quý khách có thể tham khảo Dịch vụ giám đốc chỉ định của chúng tôi ở phần Dịch vụ thêm để biết thêm chi tiết.
  • Quý khách cũng có thể chọn bổ nhiệm một người lao động bản địa hoặc một người quen của quý khách ở Singapore đóng vai trò giám đốc bản địa.

What is the timeline to incorporate a company in Singapore?


Typically, once the requisite documentation is ready, a company can be incorporated in 2 working days.

What documents to I need to provide in order to incorporate a company in Singapore?


For each non-resident shareholder/director:

  • Copy of passport
  • Proof of residential address (Issued within 1 month)
  • Email address
  • Contact number

For each resident shareholder/director:

  • Copy of Singapore ID
  • Proof of residential address (Issued within 1 month)
  • Email address
  • Contact number

If the shareholder is a corporate entity:

  • Copy of the parent company’s certificate of incorporation
  • Copy of Certificate of Appointment of Corporate Representative
  • Copy of official documents reflecting the registered address and directors of the parent company

*English translations are required for all documents not in English.

Do I first need approval of the name of my company?


Yes, ACRA needs to approve the name before you can begin the incorporation process.

Approval can be attained in less than an hour and the approved name can be reserved for up to 120 days.

Do I need to visit Singapore to incorporate a company?


No, you do not need to be present in Singapore to incorporate a company.

We can send all documents to you for signing and you can sign and courier the documents back to us.

Note that should you wish to open a bank account in Singapore, some banks may require you to be present for the account opening process.

How and when do I receive the documents for my new company?


As soon as your company is registered we will provide you with electronic copies of all relevant documents within 1 working day.

What are the Memorandum and Articles of Association?


The memorandum of association is the basic constitutional document of the company setting out the structure and aims of the company. It defines the face that the company presents to the outside world.

The articles of association contain the regulations prescribing the manner in which the company is governed. They are the internal regulations of the company.

What are the key requirements for the incorporation process?


To incorporate a company, you need the following:

  • Company name – Selection and approval of company name.
  • Directors – at least one local resident director is required.
  • Shareholders – a minimum of one shareholder is required.
  • Issued Share Capital – Minimum of one share in any currency.
  • Registered address in Singapore.
  • Company secretary – individual that is ordinarily resident in Singapore.

What is the timeline for incorporation of a subsidiary company?


Once all the requisite documentation are received in order, it normally takes 2 working days to incorporate the subsidiary.

What are public companies?


A public company can have unlimited number of shareholders.

 

When a company can offer shares, debentures and other interests to the public, it is known as a public company.

A public company can be unlisted or listed on a stock exchange.

The compliance requirements for public companies are much higher than that of private companies.
Private companies with more than 50 shareholders must be converted to public companies limited by shares.

What are Private Companies?


Maximum number of shareholders is limited to 50 and the memorandum and articles of association restricts the right of its members to transfer their shares in the company.

 

A private company limited by shares can be classified as a exempt private company.

The key characteristics of an exempt private company is:

  • No more than 20 shareholders; and
  • All the shareholders are individuals.
  • Exempt private companies with an annual revenue of less than S$5 Million are exempted from audit requirements and are not required to file financial statements with the ACRA.

It is also exempted from prohibitions against loans to its directors or to companies related to its directors.

What are Public Companies Limited by Guarantee?


Not-for-profit, religious and charitable organisations usually set up public companies limited by guarantee. There is no share capital. When the company is wound up, each member pays the amount that they have guaranteed, which can be as little S$1.


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