Singapore Company Registration

Starting a new company is a really big deal both emotionally and financially. Interloop Solutions & Consultancy can make it simple. Formation, EIN, legal documents. We handle everything.

Types of Different Companies

Different types of businesses necessitate different company setups. Before starting a business or incorporating a company, learn which type of company will work most efficiently for your business.

Private Company limited by shares

Private Company

A private company has a maximum number of shareholders limited to 50.

Exempt Private Company

Different types of businesses necessitate different company setups. Before starting a business or incorporating a company, learn which type of company will work most efficiently for your business.

Public Company limited by shares

A public company limited by shares can have more than 50 shareholders. The company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with the Monetary Authority of Singapore before making any public offer of shares and debentures.

Exempt Private Company

A public company limited by guarantee is one which its members contribute or undertake to contribute a fixed sum to the liabilities of the company by way of guarantee. It is commonly formed for carrying out non-profit making activities, such as for promoting art, charity etc.

Public Company

Key Personnel Requirements

Company Director

A director is the person responsible for managing the affairs of the company and providing it with directions. A director must make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out his duties. Under the Companies Act, the minimum number of directors required is one. A company must have at least one director who is ordinarily resident in Singapore.

Being “ordinarily resident in Singapore” means the director’s usual place of residence is in Singapore. A Singapore Citizen, Singapore Permanent Resident or an EntrePass holder can be accepted as a person who is ordinarily resident here. Subject to compliance with prevailing laws and regulations on employment of foreign manpower, an Employment Pass holder may be accepted as a director who is ordinarily resident here.

EP holders who wish to undertake a secondary directorship position in another company (apart from the company his EP is approved for), will have to apply for and be granted a Letter of Consent (LOC) before registering their directorship positions with ACRA. Any person above the age of 18 years old can be a director of a company. There is no maximum age limit for a director. However, certain individuals (e.g. bankrupts and persons convicted of offences involving fraud or dishonesty) are disqualified from holding director positions.

Company Secretary

Every company must appoint a secretary within 6 months from the date of its incorporation. The company secretary must be residing locally in Singapore and he/she must not be the sole director of the company. The Secretary may also be held liable for the company’s failure to comply with the law in certain situations. The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:

Been a secretary of a company for at least 3 of the 5 years 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 (Singapore Branch).
Member of the Institute of Company Accountants, Singapore.

Chief Executive Officer (CEO)

“CEO”, in relation to a company, means any one or more persons, by whatever name described, that

It is not compulsory for a company to appoint a CEO. It is the company’s discretion to decide whether to appoint a CEO. Such a person may be appointed as both a director as well as a CEO. The officers of the company will be the director, secretary and the CEO, if the CEO is employed in an executive capacity. The role of the managing director may or may not be the same as the role of the CEO, and it will also depend on the designations used within a particular company. A managing director may be appointed separately from the appointment of a CEO.

Auditor

A company shall appoint an auditor within 3 months from the date of its incorporation, unless it is exempted from audit requirements under Section 205B, or 205C, of the Companies Act.

Foreigners Setting Up a Company

Requirements

A foreigner, who wants to set up his own company in Singapore, is required to appoint at least one director who is ordinarily resident in Singapore. Being “ordinarily resident in Singapore” means the director’s usual place of residence is in Singapore. A Singapore Citizen, Singapore Permanent Resident or an EntrePass holder can be accepted as a person who is ordinarily resident here. Subject to compliance with prevailing laws and regulations on employment of foreign manpower, an Employment Pass holder may be accepted as a director who is ordinarily resident here. EP holders who wish to undertake a secondary directorship position in another company (apart from the company his EP is approved for), will have to apply for and be granted a Letter of Consent (LOC) before registering their directorship positions with ACRA.The foreigner can continue to reside outside Singapore. Foreigners who wish to incorporate a company and be present in Singapore to manage its operations are strongly advised to seek approval from the Ministry of Manpower (MOM) before registration. The foreigner must engage the services of a registered filing agent (e.g. law firm, accounting firm or corporate secretarial firm) to submit the online application on his behalf. Individuals may register the company online via BizFile+ (ACRA’s online filing system) using SingPass or CorpPass. Any person above the age of 18 years old can be a director of a company.

Incorporating a Company

How to register

All applications for the registration of a new company must be submitted online via BizFile+, ACRA’s electronic filing and information retrieval system. You can incorporate a company in the following ways:

1. Log into BizFile+ using your SingPass or CorpPass to submit the online transaction. All proposed director/shareholder/secretary need to endorse their consent online via BizFile+.

2. Engage the services of a registered filing agent (e.g. law firm, accounting firm or corporate secretarial firm) to submit an online application on your behalf.

Processing Time

The application is usually processed within 15 minutes after the name application fee is paid. It may take between 14 days to 2 months if the application needs to be referred to another agency for approval or review. For example, if the intention of the company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education. The company may commence business once it is registered with ACRA. This is on condition that the company does not require any licences/approvals from other government agencies in order to carry out the business activities.

Model Constitution

Section 19(1) of the Companies Act requires the Constitution of the proposed company to be submitted to the Registrar. If it is a private company limited by shares, Section 18 of the Companies Act requires the company’s Constitution to (1) restrict the right to transfer its shares, and (2) limit its members to 50 at most.

Company name reservation

An approved company name will be reserved for 120 days from the date of name approval. No further extension of name reservation period is allowed.

Alternate address

The directors and other company officers may report an alternate address with the Registrar at a fee of $40. The alternate address must be located in the same jurisdiction as the individual’s residential address. Therefore if the officer is locally resident, his alternate address cannot be a foreign address. The alternate address cannot be a P.O. Box address and must be an address where the person can be contacted.

Unique Entity Number (UEN)

The Special UEN (SUN) service offers entity owners the option to choose, at a fee, a preferred UEN from a list of reserved UENs when incorporating the company. There are 2 categories available – Tier 1 number at $3,000 and Tier 2 number at $1,000. Those who do not wish to opt for the SUN service will be issued with a free system-generated UEN.

FREE BUSINESS PROFILE

From 2 June 2017, all newly incorporated companies will receive a free Business Profile – an electronic report containing business registration information of that entity. Upon successful incorporation of the company, an email with a URL to download the free Business Profile will be sent to the person who filed the incorporation.