Company Formation FAQs

What are the requirements for incorporating a Singapore company?

Before you can incorporate your company in Singapore, you need to fulfill the following requirements:

 

  • Proposed company name
  • Brief description of business activities
  • Paid-up capital of at least $1
  • Number of shares for each shareholder
  • Registered office address in Singapore
  • Particulars of the company directors. There must be at least 1 local company director (Singapore resident, Permanent Resident, EntrePass holder or Employment Pass holder).
  • Particulars of the shareholders.

What type of local registered office address is required to open a company in Singapore?

A local registered office address is one of the main requirements before you can incorporate a business in Singapore. The local registered office address must be a physical address that must be accessible to the public during normal work hours. A Post Office Box or P.O. Box cannot be used for this purpose.

 

A residential address such as an HDB flat or private property can be a registered business address under the Home Office Scheme organized by the Urban Redevelopment Authority (URA) and Housing Development Board (HDB). Take note that URA and HDB must first approve the application for the residential address to be used as a home office.

Who can act as the company secretary for a Singapore company?

According to the Companies Act, the Company Secretary must be appointed within 6 months of a company’s incorporation. The Company Secretary must be a natural person, a local resident in Singapore, and must have at least one of the following qualifications:

 

  • At least 3 of the 5 years of secretarial experience immediately before his appointment as secretary of the public company
  • Qualified person under the Legal Profession Act, Cap. 161
  • Public accountant registered under the Accountants Act, Cap. 2
  • Member of the Institute of Certified Public Accountants of Singapore
  • Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
  • Member of the Association of International Accountants in Singapore
  • Member of the Institute of Company Accountants, Singapore

 

A sole company director cannot take on the role of a Company Secretary.

What is paid-up capital?

The paid-up capital, also known as equity or share capital, refers to the total amount of capital paid in full by the company shareholders.

What is the minimum paid-up capital in Singapore?

The minimum paid-up capital before you can register a company in Singapore is $1. This amount can be adjusted and increased by the company.

What is issued capital?

The issued capital is the share capital which has been allotted to company shareholders.

What are the qualifications of a Singapore company director?

Before you can incorporate a company in Singapore, you must have at least 1 company director who is ordinarily resident in Singapore. To be considered an ordinarily resident in Singapore, one must be a Singapore Resident, Permanent Resident, an EntrePass holder, or an Employment Pass holder.

 

A company director must be above 18 years of age upon appointment and must not have a record of malpractice, bankruptcy or fraud.

 

For foreign companies that encounter difficulty in appointing a local company director, you may engage our Nominee Director services.

Do I need to be present during the company incorporation process?

No. If you engage our services, the transactions can be done via email and documents can be couriered. Most banks, however, require the presence of company stakeholders when opening a corporate bank account.

How long should I keep my accounting records?

Any company registered in Singapore is required to keep its accounting records and financial accounts for at least 5 years. Failure to oblige may result in penalties and expenses.

I am a foreigner. Can I relocate to personally manage my business after its incorporation?

Yes, you may relocate but first you must apply for an EntrePass or an Employment Pass.

 

The EntrePass allows qualified foreign entrepreneurs to establish and operate a business in Singapore.

 

The Employment Pass allows qualified professionals, managers, executives, and company owners to work in Singapore.

Can a company be 100% foreign owned?

Yes. The Singapore Companies Act allows registered companies to be 100% owned by foreign entrepreneurs or entities.

How long does the incorporation process take?

We can incorporate your business in 2 hours as long as the all required information and documents are complete.

Do I first need approval of the name of my company?

Yes, the company name must be approved by ACRA before the incorporation process can commence. The approved company name can be reserved for up to 60 days.

 

Take note that ACRA does not allow company names that are obscene, undesirable, identical to that of an already registered business, or gazetted names.

What are the Memorandum and Articles of Association?

The Memorandum and Articles of Association set out the structure and internal regulations of the company. The Section 22 (1) of the Companies Act requires all companies to include the following information in their memorandum:

 

  • company name
  • indicate if the liability of members is either limited or unlimited
  • for a company limited by guarantee, indicate that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributors among themselves, such amount as may be required not exceeding a specified amount;
  • particulars of the subscribers to the company shares
  • a clause which states that the subscribers are desirous of being formed into a company in pursuance of the memorandum and respectively agree to take the number of shares in the capital of the company set out opposite their respective names.

 

The Companies Act requires the submission of the Memorandum and Articles of Association of the proposed company to be submitted to ACRA.

What are the minimum requirements for setting up a Singapore branch office?

According to the Companies Act, the minimum requirements for branch office setup in Singapore are as follows: two local resident agents and a local registered address.

Who can be appointed as a local resident agent?

A Singapore citizen, permanent resident, and an employee of the branch office with an Employment Pass can be appointed as a local resident agent.