Embarking on the journey of company incorporation in Singapore is a pivotal step for entrepreneurs and businesses seeking a strategic gateway to the Asian market.
With its fast-growing economy, business-friendly policies, and strategic location, Singapore has benchmarked its reputation as a global business hub. However, the process of incorporating a company in Singapore can be intricate, and understanding the requirements is paramount.
This blog serves as your comprehensive Company Incorporation Guide in Singapore, designed to decode the complexities and provide you with step-by-step insights into the incorporation process.
We will cover crucial aspects such as the importance and advantages of incorporating a company in Singapore, choosing the right business structure and key requirements, meeting regulatory obligations, and obtaining the necessary permits and licenses.
Whether you’re a local entrepreneur or an international company looking to establish a presence in Singapore, this guide is your worthwhile resource for a smooth and successful company incorporation journey in this dynamic and thriving business ecosystem.
What is Company Incorporation in Singapore?
Company incorporation in Singapore is the process of legally registering and establishing a business entity, allowing it to operate and conduct business activities in Singapore.
Understanding the Concept of Company Incorporation
Understanding the concept of company incorporation is imperative for entrepreneurs looking to establish their businesses in Singapore. Company incorporation refers to the legal process of instituting a separate legal entity distinct from its owners.
By incorporating a company in Singapore, businesses enjoy numerous advantages, such as limited liability protection and perpetual existence.
Company incorporation grants businesses numerous legal rights, enabling them to enter into contracts, own property, and engage in various business activities. It also empowers businesses to access funding, attract investors, and establish credibility in the market.
In Singapore, the concept of company incorporation is governed by the Companies Act. To incorporate a company, individuals must adhere to specific requirements, such as having at least one shareholder and one director, appointing a local registered office address, and obtaining approval for the chosen company name.
Understanding the concept of company incorporation provides entrepreneurs with a solid foundation for establishing and growing their businesses in Singapore.
Pro-tip: Consulting with a professional incorporation service provider like Bestar Services will simplify the company incorporation process and ensure compliance with all legal formalities.
Refer to our blog, “How to raise funding for starting a new business in Singapore” for your reference.
Importance of incorporating a company in Singapore
Companies that incorporate themselves in Singapore gain immense advantages, making it an appealing destination for entrepreneurs and businesses wishing to establish a solid presence in the region. The benefits are manifold, including a strategically advantageous location, a beneficial tax system, access to global markets, and robust protection for intellectual property.
Singapore’s geographical position in Southeast Asia makes it an ideal gateway to the dynamic markets of the Asia-Pacific region. The pro-business policies and low tax rates of the country attract investors globally. Moreover, Singapore possesses a well-developed infrastructure and an efficient legal system that fosters an environment facilitative to business growth.
Incorporating a company in Singapore also presents excellent protection for intellectual property. The country has implemented comprehensive laws and regulations to safeguard trademarks, copyrights, and patents, ensuring businesses can operate confidently and shield their innovations.
Singapore’s reputation as a prominent financial centre and its extensive network of free trade agreements enables companies to expand their reach and easily access international markets.
For entrepreneurs seeking a sturdy business environment, global opportunities, and enhanced legal protection, incorporating a company in Singapore is imperative. With its strategic location, favourable tax regime, and robust intellectual property protection, Singapore remains a top choice for international businesses.
Refer to our blog, “4 Pointers to keep in mind before Setting up a Company in Singapore” for your reference.
Advantages of Incorporating a Company in Singapore
Singapore offers multitudinous advantages for incorporating a company. Its strategic location for business, favourable tax regime, access to global markets, and robust intellectual property protection make Singapore a top choice for entrepreneurs and businesses worldwide.
Find out how incorporating a company in Singapore can open up limitless opportunities and drive your business towards success.
Strategic Location for Business
When considering company incorporation in Singapore, one pivotal advantage is its strategic location for business. Singapore is situated in Southeast Asia, which makes it a gateway to numerous regional and global markets. Its excellent infrastructure, connectivity, and efficient logistics network further enhance its appeal as a business hub.
With its strategic location, companies in Singapore have straightforward access to Asian markets, including China, India, and ASEAN countries. It allows businesses to tap into a large consumer base and benefit from the region’s economic growth. Singapore’s reputation as a stable and business-friendly environment attracts multinational corporations and investors.
Its well-developed transportation and communication systems facilitate the movement of goods and services, enabling smooth operations and efficient supply chain management. Companies can easily connect with suppliers, customers, and business partners worldwide.
Singapore’s strategic location for business provides companies with a competitive advantage, enabling them to reach global markets efficiently and effectively.
Favorable Tax Regime
The favorable tax regime in Singapore is one of the salient advantages of incorporating a company. Here are some critical points regarding Singapore’s tax system:
- Low corporate tax rates: Singapore offers competitive and attractive corporate tax rates. Currently, the corporate tax rate stands at 17%, one of the lowest in the world.
- Territorial tax system: Singapore follows a territorial tax system, which means that only income generated within Singapore or received in Singapore from outside the country is taxed.
- No capital gains tax: Singapore does not impose capital gains tax on profit by selling investments or assets.
- No dividend tax: Dividends received by shareholders from Singapore companies are generally tax-exempt in Singapore, provided certain conditions are met.
- Tax incentives and exemptions: Singapore provides a range of tax incentives and exemptions, including the Productivity and Innovation Credit scheme, which promotes investments in innovation and productivity improvements.
Fact: The favorable tax regime in Singapore has attracted numerous multinational corporations to establish their regional headquarters or holding companies, contributing to its reputation as a global business hub.
Access to Global Markets
When incorporating a company in Singapore, one of the advantages is access to global markets. Here are the steps to take advantage of this opportunity:
- Research target markets: Identify the markets you wish to enter and conduct thorough market research to understand their demands, competition, and potential growth.
- Evaluate market entry strategies: Determine the most viable strategy for entering each market, such as exporting, licensing, franchising, or establishing a physical presence.
- Understand local regulations and laws: Familiarize yourself with each market’s legal and regulatory requirements, including import/export regulations, intellectual property protection, and labor laws.
- Create a market entry plan: Develop a comprehensive plan that outlines your market entry strategy, target customers, pricing, distribution channels, and marketing activities.
- Build local partnerships: Establish strategic partnerships with local distributors, agents, suppliers, or manufacturers to leverage their existing networks and knowledge of the market.
- Adapt products and services: Customize your products or services to fulfil the specific needs and preferences of the target markets while considering cultural, linguistic, and legal differences.
- Implement marketing and promotional activities: Launch targeted marketing campaigns, advertising initiatives, and PR activities to create brand awareness and attract customers in the global markets.
- Monitor and adapt: Continuously monitor market trends, customer feedback, and competitor activities to refine your market entry strategy and make necessary adjustments.
Pro-tip: It is paramount to invest time and resources in understanding the global markets you aim to enter. Localize your approach and be flexible in adapting to new market conditions to successfully tap into global opportunities.
Strong Intellectual Property Protection
When it comes to company incorporation in Singapore, one of the key advantages is the strong intellectual property protection offered by the country. Singapore has robust laws and regulations safeguarding intellectual property rights, providing businesses a secure environment to develop and grow their innovations.
Here are some vital points to consider about the strong intellectual property protection in Singapore:
- Comprehensive Legal Framework: Singapore has a comprehensive legal framework to protect intellectual property rights, including patents, trademarks, copyrights, and trade secrets.
- Efficient Registration Process: Singapore has a streamlined and efficient registration process for intellectual property rights, ensuring quick and reliable protection for businesses.
- Strong Enforcement Measures: Singapore has a robust enforcement regime, with dedicated intellectual property courts that handle infringement cases. It helps businesses in taking legal action to protect their intellectual property rights.
- Strategic Partnerships: Singapore has signed various international treaties and agreements, such as the WIPO Copyright Treaty and the Paris Convention, strengthening the protection and recognition of intellectual property rights globally.
- Educated Workforce: Singapore’s highly educated and skilled workforce is well-versed in intellectual property issues, making it more straightforward for businesses to navigate the intricacies of protecting their intellectual assets.
Types of Business Entities in Singapore
There are several types of business entities in Singapore that offer distinct characteristics and implications. These include the private limited company, sole proprietorship, partnership, and limited liability partnership. Find out which business entity best suits your goals and prospects.
Refer to our blog, “Types of E-Commerce Business Models in Singapore” for your reference.
Private Limited Company
- Separate legal entity: A private limited company is a separate legal entity distinct from its shareholders, providing limited liability protection.
- Ownership and control: Shareholders can own the company, and directors manage its operations.
- Raising funds: A private limited company can effortlessly raise funds by selling shares to investors.
- Tax benefits: Enjoy tax benefits such as corporate tax rates and incentives like tax exemptions for the first few years.
- Perpetual existence: A private limited company has a perpetual existence, meaning it can continue to operate even after the departure of its shareholders.
- Corporate image: Having “Private Limited” in the company name enhances credibility and instils confidence in customers, suppliers, and investors.
For those considering company incorporation in Singapore, setting up a private limited company can offer numerous advantages. It provides a potent legal structure, flexibility, and potential tax benefits.
Start by understanding the requirements and process for incorporation, then seek professional guidance. Incorporating a private limited company in Singapore can be a strategic decision for businesses looking to establish a solid foundation and grow in a favorable business environment.
Refer to our blog, “Top Benefits of Being a Private Limited Company Singapore” for your reference.
A sole proprietorship is a business entity where a single individual owns and operates the business. If you are thinking about starting a sole proprietorship, here are some paramount traits and considerations:
- Simple setup: Establishing a sole proprietorship is relatively effortless and cost-effective compared to other business entities.
- Complete control: As the sole proprietor, you have full control over all business decisions and operations.
- Unlimited personal liability: Unlike other business structures, as a sole proprietor, you are solely responsible for all debts and liabilities of the business.
- Flexible taxation: Income and expenses from the sole proprietorship are reported on the owner’s personal tax return, simplifying tax filings.
- No separate legal entity: A sole proprietorship does not create a separate legal entity, meaning the owner and the business are considered the same.
Refer to our other blog, “A guide on why & how to go for a Sole Proprietorship in Singapore,” for your reference.
- Shared responsibility: In a partnership, the workload and decision-making are shared among two or more individuals or entities. It can lead to a more collaborative approach and shared expertise.
- Flexibility: Partnerships offer flexibility in terms of structure and management. The partners can establish their own rules and regulations, allowing for greater customization to suit the needs of the business.
- Liability: Partnerships have unlimited liability, meaning that partners are personally liable for the debts and obligations of the business. It’s pivotal to carefully consider the financial risks involved.
- Taxation: Partnerships are not taxed at the entity level. Instead, the partners report their share of profits and losses on their individual tax returns.
- Dispute resolution: It’s crucial to have a comprehensive partnership agreement in place to address critical matters such as profit sharing, decision-making, dispute resolution, and partner exits.
Refer to our blog, “How to Register a Partnership Firm in Singapore?” for your reference.
Limited Liability Partnership
A limited liability partnership (LLP) is a type of business entity in Singapore that offers the benefits of limited liability to its partners. Each partner is only liable for their own actions and debts, protecting their personal assets. Unlike other forms of partnerships, an LLP is a separate legal entity from its partners.
Here is a table summarizing the key features of a limited liability partnership:
|Liability||Partners have limited liability for the debts and obligations of the LLP.|
|Management||Partners have equal rights to manage the LLP unless stated otherwise in the partnership agreement.|
|Taxation||LLP is not taxed at the entity level; partners are individually taxed on their share of the LLP’s income.|
|Privacy||The LLP’s financial statements are not publicly available, providing a level of privacy for the partners.|
|Continued Existence||LLP has perpetual existence, even if partners retire or leave.|
Registration Requirements: Must have a minimum of two partners, one of whom must be an individual.
A limited liability partnership is a flexible and attractive option for professionals, such as lawyers, accountants, and consultants, who want the benefits of limited liability while retaining the flexibility of a partnership structure.
Refer to our blog, “8 tips for new entrepreneurs for Singapore Company Incorporation” for your reference.
Requirements and Process for Company Incorporation
This section will cover the paramount requirements and processes involved in the company incorporation process.
It will provide information on the minimum number of shareholders and directors, the importance of a registered office address, the crucial steps for obtaining company name approval, and the necessary documents for a smooth incorporation process.
Get ready to navigate Singapore’s business landscape and set your company up for success.
Minimum Number of Shareholders and Directors
When incorporating a company in Singapore, it is vital to understand the minimum number of shareholders and directors required. The table below provides the necessary information for each type of business entity:
|Type of Business Entity||Minimum Number of Shareholders||Minimum Number of Directors|
|Private Limited Company||1||1|
|Limited Liability Partnership||2||NA|
For a private limited company, only one shareholder and one director are required. The same individual can fulfil both roles.
In the case of a sole proprietorship, there is no specific requirement for the number of shareholders, as the business is owned and operated by a single individual.
Partnerships and limited liability partnerships require a minimum of 2 shareholders and do not have a specific requirement for the number of directors.
It is imperative to meet these requirements when incorporating a company to ensure compliance with Singaporean regulations on company structure.
Registered Office Address
The registered office address is an indispensable aspect of company incorporation in Singapore. It serves as the official address where all official correspondence from government agencies and stakeholders will be sent. The registered office must be a physical address located in Singapore and accessible during regular business hours.
Having a registered office address provides credibility and legitimacy to your company. It showcases to clients, partners, and investors that your company is established and has a physical presence in Singapore. It ensures that important documents and notices are received promptly, enabling effective management of your business operations.
When selecting a registered office address, consider factors such as accessibility, convenience, and the image it portrays to stakeholders. Several companies choose to engage the services of professional service providers who offer registered office address services.
It empowers businesses to focus on their principal operations while ensuring compliance with regulatory requirements.
Selecting the right registered office address is a pivotal consideration during the company incorporation process in Singapore. It helps establish your company’s presence and ensures smooth communication with government agencies and stakeholders.
Company Name Approval
- Choose a unique name: Select a company name that is distinct and not similar to existing businesses in Singapore.
- Check availability: Conduct a company name availability search through ACRA’s online portal or seek professional advice to verify if the chosen name is available.
- Comply with guidelines: Ensure that the name complies with ACRA’s guidelines, such as avoiding offensive or obscene terms and obtaining necessary permissions for regulated terms like “bank” or “education”.
- Submit the application: Prepare and submit the name approval application to ACRA. Include the proposed company name, details of shareholders, and directors.
- Await approval: ACRA will review the application and inform you of the outcome. The approval process typically takes one to two working days.
Refer to our blog, “How to pick the right name for your Company in Singapore?” for your reference.
Preparation of Incorporation Documents
When incorporating a company in Singapore, it is necessary to prepare specific documents. It ensures that all legal requirements are fulfilled, and that the company is officially registered. The steps for preparing the incorporation documents are as follows:
- Company name reservation: Before preparing the documents, it is paramount to reserve a unique company name through the ACRA.
- Memorandum and Articles of Association: These documents signify the company’s objectives, shareholders’ rights, and other vital details.
- Identification documents: Gather identification documents, such as passports or identity cards, for all directors and shareholders.
- Registered office: Provide the address of the company’s registered office, where official notices and correspondence will be sent.
- Appointment of directors and company secretary: Prepare documents stating the appointment and details of the directors and company secretary.
- Shareholding details: Create documents specifying the distribution and ownership of shares among the shareholders.
- Declaration of compliance: Prepare a declaration stating that all legal requirements for incorporation have been complied with.
By following these steps and diligently preparing the necessary incorporation documents, the process of registering a company in Singapore can be completed smoothly and efficiently.
Refer to our blog, “Key Legal Documents Every Startup Should Consider for their Business in Singapore” for your reference.
Registration and Compliance Procedures
There are specific registration and compliance procedures that must be followed for company incorporation. These procedures include registering with the ACRA and obtaining the necessary business licenses and permits.
It is crucial to adhere to these steps to set up a successful venture. Additionally, it is imperative to meet the annual compliance requirements to maintain the company’s legitimacy.
Let’s delve into the details of these procedures and understand the significance of each step in establishing and running a business in Singapore.
Registering with the ACRA
- Check the availability of your chosen company name for registration with the ACRA in Singapore.
- Prepare the necessary incorporation documents, such as the Memorandum and Articles of Association, and have them ready for submission.
- Ensure your company has a registered office address in Singapore for ACRA correspondence.
- Appoint the required number of shareholders and directors, who must be at least 18 years old and not bankrupt or convicted of any malpractices.
- Submit the incorporation documents and pay the applicable fees to ACRA.
- Upon approval, ACRA will issue a Certificate of Incorporation, indicating that your company is now officially registered.
- After incorporation, you must register for applicable licences and permits, depending on your business activities.
Getting Business Licenses and Permits
When incorporating a company in Singapore, it is pivotal to obtain the necessary business licenses and permits. Here is a step-by-step guide on how to get business licenses and permits:
- Determine the specific licenses and permits required for your business. It will depend on the nature of your business activities.
- Research and comprehend the application requirements and criteria for each license or permit.
- Compile all the necessary documents and information needed for the application.
- Submit the application to the relevant government bodies/agencies, such as the ACRA and other industry-specific regulatory bodies.
- Pay the application fees and any other required fees.
- Wait for the application to be processed. The duration may vary depending on the intricacy of your business and the specific license or permit.
- Once approved, ensure compliance with any conditions or regulations associated with the license or permit.
- Renew the licenses and permits on time to maintain legal compliance and continue operating your business smoothly.
By following these steps and acquiring the required licenses and permits, you can ensure that your company operates legally and meets all regulatory requirements in Singapore.
Refer to our blog, “Essential Must-Have Certificates for Company Incorporation in Singapore” for your reference.
Meeting Annual Compliance Requirements
When incorporating a company in Singapore, it is vital to understand and meet the annual compliance requirements. It ensures that the company operates legally and avoids penalties or legal issues. Here is a list of salient compliance requirements to consider:
- Annual General Meeting (AGM): Every company must hold an AGM within six months of the end of its financial year. During the AGM, financial statements and reports are presented to shareholders.
- Filing of Annual Returns: Companies must file annual returns with ACRA within seven months of the end of their financial year. The annual return includes information such as the company’s financial statements, shareholdings, and details of its directors.
- Financial Statements: Companies must prepare and submit financial statements, including income and cash flow statements and balance sheets.
- Director’s Report: A director’s report, providing an overview of the company’s operations and financial performance, must be prepared and submitted with the annual returns.
- Changes in Company Information: Any changes in company information, such as registered office address, directors, or shareholders, must be promptly updated with ACRA.
Meeting these annual compliance requirements ensures that the company remains in an excellent position and can continue its operations smoothly without any legal complications.
Additional Considerations for Foreign Entrepreneurs
Foreign entrepreneurs who wish to incorporate their company in Singapore should be aware of several critical additional considerations. These include meeting the eligibility requirements for the EntrePass or Employment Pass, gaining a thorough understanding of Singapore’s immigration policies, and appointing a local resident director.
Let’s delve into these key factors that foreign entrepreneurs need to keep in mind when venturing into Singapore’s business landscape.
Eligibility for EntrePass or Employment Pass
To be eligible for an EntrePass or Employment Pass when incorporating a company in Singapore, certain criteria must be met. The EntrePass is specifically designed for entrepreneurs who want to start and operate a business in Singapore.
To qualify, individuals must have a substantial business idea that benefits the local economy or possess a proven track record of successful entrepreneurial ventures. Applicants must hold at least 30% of the company’s shares and have a paid-up capital of at least SGD 50,000.
On the other hand, the Employment Pass is suitable for foreign professionals seeking employment with a Singapore company they wish to incorporate.
The applicant must have a job offer from a Singapore employer and possess specialized skills, qualifications, or experience relevant to their proposed position. The minimum monthly salary requirement for an Employment Pass is SGD 3,900.
Foreign entrepreneurs should thoroughly understand Singapore’s immigration policies and the specific requirements for each pass to ensure a smooth company incorporation process. Seeking the guidance of a professional immigration or company incorporation service can significantly facilitate the application and increase the chances of a successful outcome.
If aspiring entrepreneurs meet the eligibility criteria and possess the necessary qualifications, incorporating a company in Singapore offers them the opportunity to access the country’s favorable business environment, strong intellectual property protection, and strategic location for global market reach.
Understanding Singapore’s Immigration Policies
Understanding Singapore’s immigration policies is paramount for foreign entrepreneurs considering company incorporation in Singapore. Singapore has a robust immigration system with several visa options for entrepreneurs, including the EntrePass and Employment Pass.
The EntrePass is devised for foreign entrepreneurs who want to commence and operate a new business in Singapore. It requires meeting specific eligibility criteria, such as having an innovative business idea and demonstrating financial viability.
The Employment Pass, on the other hand, is suitable for foreign professionals who are already employed or planning to be employed by a Singapore company. It is subject to criteria like a minimum salary requirement and educational qualifications.
Foreign entrepreneurs should familiarize themselves with Singapore’s immigration policies to ensure compliance. They should understand other considerations, such as visa application procedures, extension and renewal processes, and any changes in immigration regulations.
By understanding Singapore’s immigration policies, foreign entrepreneurs can navigate the incorporation process smoothly, ensuring compliance with immigration laws and regulations. It enhances their chances of successfully setting up and growing their business in Singapore.
Appointing a Local Resident Director
When incorporating a company in Singapore, it is a legal requirement to appoint a local resident director. The local resident director must be an individual who is ordinarily a resident of Singapore and can be either a Singapore citizen, permanent resident, or an individual holding an employment pass or dependent pass. Here are the steps to appoint a local resident director:
- Identify suitable candidates who meet the residency requirements.
- Verify their eligibility and ensure they are willing to take on the role.
- Execute a Director’s Nominee Agreement, which outlines the rights and responsibilities of the local resident director.
- Prepare and sign the necessary documents, such as the consent to act as a director and the declaration of compliance.
- Submit the required documents and forms to ACRA for approval.
- Pay the necessary fees and wait for the appointment to be processed and confirmed.
Appointing a local resident director ensures compliance with Singapore’s regulations and allows for efficient corporate governance.
Refer to our blog, “A comprehensive guide to Personal Income Tax in Singapore for Foreign Company Owners and Directors” for your reference.
- You will have comprehended the concept of company incorporation, its importance, and the advantages of incorporating a company in Singapore.
- You will have a firm idea of the types of Business Entities in Singapore and the Requirements and Process for Company Incorporation.
- You will have understood the Registration and Compliance Procedures and will be acquainted with the additional considerations for Foreign Entrepreneurs.
- To summarize, you will have sound clarity to make an informed decision and incorporate your entity/company in Singapore through the vital information in the article.
Some Facts About Company Incorporation in Singapore:
- ✅ Assistance is available for incorporating a company in Singapore.
- ✅ The company registration procedure in Singapore is completely computerized.
- ✅ Company names are typically approved or rejected within an hour.
- ✅ Quick approval of company names can be ensured by meeting certain criteria.
- ✅ Company registration can be completed within a couple of hours after name approval and submission of incorporation paperwork.
Frequently Asked Questions
1. Can a Singapore company have corporate directors?
No, corporate directors are not permitted in Singapore. At least one director who resides in Singapore must be appointed for a Singapore company. However, the option of using a nominee director service is available if needed.
2. What are the different types of entities that can be registered in Singapore?
In Singapore, various entity types can be registered, including a private limited company, a partnership, a sole proprietorship, a limited liability partnership (LLP), and a branch office of an existing local or foreign company.
3. What is the procedure for registering a company in Singapore?
The company registration procedure in Singapore involves two distinct steps.
First, the proposed company name needs to be approved, which typically takes around an hour.
Once the name is approved, the incorporation paperwork is submitted, and upon completion, the company registration can usually be done within a couple of hours.
Refer to our blog, “How to set up a Company in Singapore?” for your reference.
4. Are there any additional considerations for non-Singapore residents when incorporating a company in Singapore?
Yes, non-Singapore residents may have additional considerations when incorporating a company in Singapore. They may be requested to provide further information, and they should also be aware of Singapore’s work visa requirements if they intend to manage the company actively.
Refer to our blog, “Top Things to Know About Foreign Company Setup in Singapore” for your reference.
5. Can I open a corporate bank account after company registration in Singapore?
Yes, after company registration in Singapore, you can open a corporate bank account. Top banks in Singapore, such as HSBC, Standard Chartered, Citibank, and DBS, offer corporate bank accounts for businesses.
6. What documents are required for company registration in Singapore?
For company registration in Singapore, the required documents include identification and background information of proposed shareholders and directors, consent from each company director to act as a director, and adopting the standard Singapore company constitution recommended by ACRA.
Refer to our blog, “Key Legal Documents Every Startup Should Consider for their Business in Singapore” for your reference.