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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.


I am busy running the company and I am unable to keep track of the deadlines for AGM and filing of Annual Return. What do I do?

If you have appointed a company secretary, they will be able to advice you on the AGM and Annual Return filing dates, prepare the necessary documents and minutes for your approval and file the documents with ACRA on time.

If you do not have a company secretary, and fail to keep track, ACRA will send you reminders. However, the directors of the company has to ensure that they hold the AGM, prepare the necessary documents and make all Annual Return filings on time.

There was a change in director of my dormant company. Do I need to inform ACR?

Yes, even if your company was dormant, you are required to notify ACRA for any change of corporate information including change of directors.

My company was dormant in the last financial year. What is my obligation with respect to filing audited accounts?

A dormant company does not need to have its accounts audited and can file unaudited accounts.

My company was dormant in the last financial year. Do I still need to hold an AGM?

Even if a company was dormant, it is mandatory to hold AGM and file Annual Return.

What is a dormant company?

A company is considered dormant during a period in which no accounting transaction occurs.

Its status is NOT affected by the following transactions:

  • The appointment of a secretary.
  • The appointment of an auditor.
  • The maintenance of a registered office.
  • The keeping of registers and books.
  • The payment of fees, fines or default penalties of any amount to the Registrar (ACRA).
  • The taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his in the memorandum

My company is exempt from audit requirements (EPC with less than S$ 5 Million revenue in a financial year). Do I still need to maintain proper books of account?

Yes. You do.