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Singapore Company Incorporation FAQs

Frequently Asked Questions about Singapore Company Formation


  • 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?

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

    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 Secretary

What is a company secretary?

A company secretary is the person appointed to ensure the company’s maintains compliance with the many statutory requirements – such as maintaining and filing statutory records and returns.

Who can be a company secretary?

Any natural person who is ordinarily resident in Singapore and who has the requisite knowledge to perform the duties.

Do I need a company secretary at the time of incorporating my company?

A company secretary must be appointed within 6 months of setting up your company.

What are the duties and responsibilities of a company secretary?

The company secretary is required to ensure that the company is in compliance with the relevant legal requirements. 
This includes preparing and filing statutory registers and annual returns, directors’ reports, board resolutions, 
minutes of the general meeting.

Is the company secretary an employee of the company?

A company secretary can also be an employee of the company, but this is not a prerequisite. A company can also use the services of a third party service provider, such as ourselves, to comply with the company secretary requirement.



Is the company secretary an officer of the company?

Yes, just as directors are officers, the Companies Act classifies a company secretary as an officer of the company, however directors are responsible and ultimately liable for the company’s compliance.

Can my company retain annual Company Secretarial services?

Yes. Our company secretarial services include:

  • Providing at least one qualified person to be appointed as your Company Secretary in accordance with the Act.
  • Attending to routine secretarial matters of the company, including the first board meeting, annual general meeting, biz profile records and affixation of common seal.
  • Safekeeping and maintaining registers, minute book and other statutory records.
  • Providing you with compliance reminders with regard to the numerous regulatory requirements.

Can I remove or appoint a company secretary after the company is incorporated?

Yes, the company secretary can be removed or appointed in the manner prescribed in the company’s articles of association.

Does the Singapore subsidiary need to appoint any other officers?

Yes, the subsidiary will need to appoint a company secretary.