How to Incorporate Your Business In Singapore
If you are looking to start a business in Singapore, incorporating your company within the country is a crucial step towards starting your business operations. However, incorporation can be a complex and intimidating process for many. To help you understand better, we have broken down the entire incorporation procedure into 3 sections.
Several administrative steps must be completed to register your company successfully. Firstly, you must make an application to the Accounting and Corporate Regulatory Authority (ACRA). ACRA provides a regulatory environment for Singapore businesses while also acting as the Company Registrar. To register, you must fulfil the following requirements:
- At least one (1) Shareholder
- A minimum initial Paid-up Capital of S$1
- At least one (1) Company Secretary
- At least one (1) Local or Resident Director
- A local registered address for company office
Thereafter, you will receive an email confirmation if the application is successful. The email will contain all your new company details. You will also receive a URL that will allow you to download a copy of your company profile. Alternatively, there is an option to request a hard copy of the certificate for a small fee as well.
2. Additional licences and permits
Some types of businesses and activities will require additional licences and permits as they are specially regulated by some other authorities.
I. Industry-Specific Businesses
Some businesses require industry-specific licences in order to operate. These include retail stores, pet shops, liquor distributors, importers/exporters and telecommunications etc. Based on your company’s principal activity, you will have to submit an application for additional licences and permits to the corresponding government body.
II. Businesses that provide certifiable professional services (e.g. lawyers or doctors)
If your business hires specialised practitioners, such as doctors, lawyers or engineers, you must ensure that they have the relevant Occupational Licence when they are under your employment. On top of having an Occupational Licence for your practitioners, you will also be required to have an Industry-Specific Licence based on the services that you will be providing. Some examples include a Medical Clinic Licence for Medical Clinics and Singapore Law Practice (SLP) for Singapore-related legal services.
III. Special Business Activities
Activities that are related to renovation, hiring of foreign workers, exporting of products, selling of controlled goods or even signboard advertising, will also require you to obtain a permit beforehand.
In general, post-incorporation may differ based on the type of business in operation. However, there are four common requirements that all businesses must fulfil after incorporation.
I. Issue Share Certificates
Share capital is the pool of funds that arise from the selling of company shares to investors. In Singapore, the minimum share capital is $1. A business can have a minimum of 1 shareholder but cannot exceed 50.
It is mandatory for a company to issue a Share Certificate to each and every shareholder after incorporation. A Share Certificate certifies ownership of a specific number of shares in a company. These certificates must be signed either by at least two directors, or by one director and the secretary. It must also be issued under the company seal, if any.
Singapore allows for 100% of local or foreign shareholding. This means that non-Singapore residents can also become shareholders and serve as operating directors of a company.
II. Register an Office
You can choose between renting an office space, working in a virtual space or applying for a home office licence.
III. Appoint a Company Director
The Companies' Act stipulates that a director should be:
- At least 18 years old
- Has full legal capacity
- A Singapore Citizen, Singapore Permanent Resident or EntrePass holder
- A director may also be an Employment Pass (EP) holder
- Not disqualified from acting as a director of a company e.g. an undischarged bankrupt
- Has not been convicted in Singapore of any offence in connection with the formation or management of a corporation
IV. Appoint a Company Secretary
In Singapore, the sole director of the company cannot be the same as the company secretary. Therefore, a different individual will need to be appointed as the secretary if there is only 1 director. Companies with 2 or more directors may appoint one of the directors or an individual who is not a director to the position of company secretary.
The secretary's role is mainly to assist in the administration of the company and to ensure that all shareholders are aware of their statutory obligations. Company secretaries must be appointed within six months of incorporation and are required to fulfil the following:
- At least 18 years old
- Local resident of Singapore
- An individual human being who is not among the following: An association, joint venture or joint stock company, partnership, limited partnership, business corporation, nonprofit corporation, other business entity, or any group of individuals or business entities
- Sound knowledge of the Companies’ Act
We Can Help You Incorporate!
Here are the services which we offer:
- Company formation and incorporation
- Registration of business names
- Arrangement for registered office, nominee resident directors, and named company secretaries
- Opening of bank accounts
- Application for employment passes
- Updating and filing with ACRA
- Preparation for board meetings and Annual General Meetings (AGMs)
- Maintenance and upkeep of statutory registers such as Board Resolutions, Minutes Book, or Issuance of shares