Incorporation of Company

Whether you are setting up a new company or relocating your existing company, incorporating a company in Singapore can be complex and challenging. Oversights during the registration process may also render your applications invalid. Let us take the stress off you by helping with the company registration paperwork while you focus on running your business in Singapore.

At NLA DFK, our team of experts are well-trained in business registration and company registration in Singapore, with extensive experience across multiple industries. We can help you develop a good understanding of the different types of company structures and fulfil all your statutory duties as well as annual compliance needs according to the regulations under the Singapore Companies Act.

Our Services

Our highly trained and experienced accountants can provide business registration and company registration services in Singapore to corporate clients:

  • 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

Frequently Asked Questions About Incorporation of Company in Singapore

1. What type of companies can I set up or register?

There are mainly two different types of business organisations: incorporated organisations and unincorporated organisations. Each of the organisations has different legal statuses and offers different benefits.

Under incorporated organisations, there are companies and limited liability partnerships, which are both separate legal entities.

Under unincorporated organisations, there are sole proprietorship, partnership, and limited partnership.

2. How to register a company in Singapore if I’m a Singaporean/Permanent Resident?

Before incorporating a company in Singapore, the business owners should decide and prepare the following:

  •  Company’s desired name
  • Principal activities (maximum of two)
  • Company’s directors
  • Company’s shareholders
  • Registered office
  • Company secretary
  • Share capital
  • Constitution Documents
  • SingPass

The following incorporation requirements are also needed:

  • At least one shareholder
  • At least one company secretary
  • At least one local or resident director
  • Minimum initial Paid-up Capital of S$1
  • A locally registered address for company office
3. How to register a company in Singapore if I’m a foreigner?

As a non-Singapore resident, you must fulfil the following requirements to incorporate a company in Singapore:

  • Engage a professional firm: Non-resident individuals or entities cannot self-register a company under Singaporean law.
  • Not required to obtain a Singapore work visa if you operate from overseas: If you are operating your company from overseas, you can visit Singapore on a visitor visa to incorporate a private limited company or attend to company matters on a short-term basis. However, you will need to find a local director to fulfil the minimum one resident director requirement.
  • Obtain an Employment Pass or Entrepreneur Pass if you plan to move: If you move to Singapore to operate your company, you need a valid Employment Pass or Entrepreneur Pass, which allows you to act as the local resident director of your company.
  • Physically visit Singapore if you want to open a bank account at a Singapore-based bank: All Singapore company registration and work permit documents can be handled without having to physically visit Singapore unless you intend to open a Singapore-based bank account.

However, the requirements to register a Singapore company are the same for Singaporeans and foreigners. All companies have to meet the following mandatory requirements:

  • At least one shareholder (100% foreign shareholding is permitted and the shareholder can be either an individual or a corporate entity)
  • At least one local or Singapore resident director (Singapore residents and foreign resident individuals can be directors of a Singapore company. Singapore resident refers to either a Singapore citizen, permanent resident or Employment Pass holder. Nominee directors are also permitted but Corporate directors are not permitted)
  • At least one company secretary
  • Minimum initial Paid-up Capital of S$1
  • A local registered address for company office
4. What is the difference between Company’s Constitution and Memorandum and Association (M&A)?

The Company’s Constitution is formally known as the Memorandum and Association. Both the Company’s Constitution and Memorandum and Association refer to the same legal document.  

The legal document describes and contains the following:

  • Key characteristics of the company
  • Rules and regulations for its governance
  • The company’s operations
  • Rights and responsibilities of the Directors, Shareholders and Company Secretary

‍The Company’s Constitution must be submitted to ACRA upon application.

5. What is a Private Limited Liability Company (Pte Ltd)?

A Private Limited Liability Company, also known as LLP or Pte Ltd, is a separate legal entity where shareholders are not held liable for the company’s debts beyond the amount of share capital they have contributed. 

An LLP must have at least 2 partners (an individual or body corporate) and at least 1 manager who is a natural person, at least 18 years of age, and ordinarily resident in Singapore. Every partner is not liable for the wrongful act or omission of his other partners

6. What is needed to register a Private Limited Liability Company (Pte Ltd) in Singapore?

To register a Private Limited Liability Company (Pte Ltd) in Singapore, individuals have to provide ACRA with the company incorporation documents to seek approval for the company name and register the company.

Once approved by ACRA, the corporate bank account can be opened, business licenses can be applied, and Goods and Services (GST) can be registered, which fully incorporates the new company in Singapore.

7. How long does it take to incorporate a company in Singapore?

If everything is in order and the application does not get sent to the referral authority by ACRA, it takes 1-2 working days to incorporate a company.

8. What are the legal characteristics of a company upon incorporation?

A company is a separate legal entity, distinct from its members (the owners) and officers (directors).

It is regulated by the Companies Act and un incorporation, the company has the following legal characteristics:

  • Legal person separate and distinct from its members (its owners): A member is not liable for the company’s debts;
  • Can sue and be sued: Can sue and be sued in its own name;
  • Can own property: The company’s property belongs to it and not to its members or officers);
  • Members’ liability is limited: The amount remaining unpaid on the shares purchased by them);
  • Has perpetual succession: It will exist until it is wound-up