In recent years, Singapore has achieved hard-earned fame as a global business destination. It is not surprising that new entrepreneurs from every corner of the world are keen on setting up their business functions here, considering the advantages of registering a company in Singapore.
A few of the many reasons for choosing this country are its secure economy, tax rebates, advanced infrastructure, government grants to foreign investors and state-of-the-art digital technologies.
Singapore’s business atmosphere is even more beneficial for foreign fin-tech and high-tech startups since it meets all their standards and operational demands.
To avail all benefits offered by the Government of Singapore to startups, the process of Singapore Company Registration needs to conform to the Companies Act. Right from the opening formalities of registering a company in Singapore, entrepreneurs should be focusing on all rules and regulations, as these contribute to their success in forthcoming legal and financial procedures, like copyright registration, tax accounting, opening bank accounts, fundraising, trade licenses and corporate revision and others.
Registering a company in the island-state is quicker and simpler than you can imagine, with minimal paperwork. In terms of registration, the rules differ for locals and foreigners. Either way, there are some steps that are the same for every entrepreneur. They make the process of Singapore Company Registration easy to understand.
The aim of this guide is to explain all that one needs to follow for Singapore Company Registration.
As per the specifications of the Companies Act, you must be a natural person or a legal entity to register a company in Singapore. You can also be a Singaporeans citizen, resident or a foreigner.
A natural person must be not less than 18 years old, provided that he or she has no prior record of bankruptcy or any other legal offence. Legal entities are required to produce their documents of incorporation as proof of their existence.
Once you know that you are eligible to register your company in Singapore, the best and sure shot way to kick off the process is to consult a company that specializes in Singapore Company Registration services.
Expert advice for company registration services, offered by a team of professionals, have been beneficial to startups as well as long-established companies. These services are provided by a team that can, based on your business setup and requirements, offer you the best options to set up your business in Singapore.
There are three key stages in the process of registering a company in Singapore. It all starts with the preparatory steps that give you the freedom to decide the business configuration that is best for your business and get the paperwork done, in compliance with the legal requirements. The second stage is the actual registration process that is carried out electronically.
The final stage has to do with post-registration requirements. All stages are highly significant and demand compliance not just for setting up a business in Singapore but also for making it a success.
The requirements for Singapore Company Registration are as follows:
The paid-up capital for setting up a company needs to be at least S$1. However, a company is free to expand its share capital later by adding extra capital.
Both Singapore-resident, as well as foreign-resident individuals, can hold the positions of directors in a Singapore company. A company must have a minimum of one director, who is a Singapore resident. Singapore-resident can be understood as an individual who is either a citizen of Singapore, a Singapore permanent resident, or a Singapore Employment Pass holder.
A company is required to have at least 1 and at the most 50 shareholders who can be either local individuals or foreigners. A shareholder can either be a natural person or a corporate entity.
It is mandatory for a company to hire a qualified company secretary in a period of not more than 6 months after it has been integrated. It is also a must for the company secretary to be a natural person and resident of Singapore.
It is a requirement for every company to have a registered address of Singapore; a location for the company’s statutory documents. It has to be a physical address and not a PO Box.
Before going ahead with getting a company registered, it is required to get its name approved.
You can register your Singapore Company online. The process is fast and very effective. It can be divided into three steps:
1. Getting the company name approved
2. Completing the paperwork
3. Getting your company registered
Prior to registration, it is mandatory for all Singapore companies to get their name approved by ACRA. The process of getting the name approved is simple and online. The company name should conform to the following directives:
· The name should not be the same as the name of an already operational business in Singapore
· The name must not be a breach of any trademarks
· The name must not sound indecent or rude
· You cannot use a name that has already been reserved by another company
Information to remember for the name approval procedure:
· If a company name adheres to ACRA’s bylaws, it usually does not take more than an hour to get approved.
· In case the company name has terms like ‘finance’, ‘legal’, ‘law’, ‘broker’, or ‘school, it is likely to be sent to another government authority for additional approval. This may add a few more weeks to the name approval process.
· After approval, a company is allowed to retain the name for a period of 120 days. However, if it does not incorporate the name during those 120 days, the name is free to be reserved by another company.
Once the name is approved and the company is awaiting registration, the following paperwork needs to be completed:
Documents to be presented to ACRA:
· Company Constitution that was formerly Articles of Association. You might want to take up the standard Singapore company constitution as it is on ACRA, which is universally suitable.
· Signed Approval to Act as a Director for every single director
· Signed Approval to Act as Company Secretary from the company secretary
· IDs and particulars of residential address of every shareholder and official of the company
As per the guidelines of the international AML protocols, ACRA requires your Corporate Service Provider (CSP) to carry out a Know Your Customer (KYC) enquiry. Generally, the KYC will require a minimum of the following additional details:
· Confirmation of the ID credentials and address proof documents
· The work profile of stakeholders and executives of the to-be-formed company
Bear in mind that the exact list of required documents may not be the same for every CSP and depends on the processes that they follow.
Note: The entire material that is submitted must be in English or if it is in another language, then it needs to be formally translated into English.
After the incorporation documents are complete and ready, the next step is to officially register a company with ACRA. The process of registration that is carried out online, does not take more than an hour. There are exceptions where another government agency has to be called upon for additional examination of the company registration. This process is likely to extend for a few more weeks.
At the time of registering, a company must have in place a company constitution. This was formerly known as the Memorandum and Articles of Association (MAA). Startups have the choice to build up a custom constitution or utilize the model company constitution given by the Singapore Government.
The company constitution contains the norms and regulations that regulate the company. Additionally, it lays out the goal and the rights and duties of the company. A company constitution must at least addressed:
· The name of the company
· An agreement that states that the first shareholders want to form the proposed company as per the conditions of the Constitution and they consent to hold a stated number of shares in the capital of the company.
· A statement that conveys that the liability of its members is limited
· Complete names, addresses and professions of the first shareholders of the company and
Practically speaking, a standard constitution will also give an overview of the daily operations of the company, with an overview of the rules that regulate:
· The issue and sale of its shares
· Dividends
· Financial statements
· Company seal
· Company secretary
· Company meetings
· Company directors
· Clearance
If your startup is likely to churn out a yearly business of over S$1 million, GST registration becomes mandatory. It is an indirect tax imposed on goods and services that are consumed in Singapore. In a large number of other countries, GST is also known as VAT (Value Added Tax).
With respect to your GST-registered company, an applicable GST rate (7%) will have to be charged from the consumers of your goods and services. Also, the amount has to be paid to the tax authorities. All GST-registered businesses have to necessarily comply with GST filing every quarter.
Once your startup has been registered, focus on the following items or documents:
· Company Stamp: The company’s rubber stamp is a component that makes the company’s documents authentic. The company’s name and registration number of the company are carved on it. A rubber stamp gives a legal and professional impression to official documents.
· First Board Resolution: The resolution to hire directors and other company functionaries such as auditors, company secretary, etc.
· Bizfile: The latest Bizfile will be issued containing the list of directors and distribution of shares among the shareholders. Bizfile also indicates the full company name and registered address.
Final Documents Provided by ACRA after Registration
After your Singapore Company Registration has been completed successfully, ACRA will release the following documents:
An e-Certificate of Incorporation is issued by ACRA, which is in the form of an official email from ACRA comprising:
· A declaration that confirms that the company has been incorporated
· A Unique Entity Number (UEN) allocated to the company
This e-Certificate is enough in Singapore and can be used for all corporate requirements like for opening a bank account, doing business with other parties, etc.
A company can also acquire a paper-based Certificate of Incorporation from ACRA any time after incorporation. Even though there is no need for such a certificate in Singapore, it might be necessary at the time of transacting overseas with foreign partners, government agencies abroad, consulates, etc. Majority of the firms will procure this certificate only when it is required.
The Bizfile (also referred to as Company Extract) is a PDF document produced by ACRA. It has the following essential information about the company:
· Particulars that identify the company, such as; company name, registration number (defined as Unique Entity Number or UEN), date when it was incorporated, etc.
· Key operations
· Business address
· Capital stock
· Particulars of shareholders
· Particulars of Directors
· Particulars of Company Secretary
· Commitment to Compliance
Setting up a private limited company in Singapore is the commonest way to register a new business there. It is an independent legal entity and it safeguards its shareholders from turning into debtors beyond their invested capital. Singapore Companies Act allows any person who has reached 18 years of age to register a company in Singapore.
Singapore Company Registration under this category offers the best possible tax benefits for a Singapore company. The most recommended way to register a company in Singapore for a foreigner would be to first get to know the necessary requirements before establishing a company. Articles on ACRA or e-guides on starting a company are the best source of knowledge for entrepreneurs.
It is advised to seek guidance from a professional business consultant, to avoid the complications of registering your company in Singapore. Irrespective of whether the registration is of a brand new company or it is just relocation of an existing company to Singapore, mistakes can nullify your efforts. Thus, a good business service provider can help you get considerable success with your Singapore Company Registration.