For most entrepreneurs and foreign investors establishing a business in Singapore, the commonly used structure is a private company limited by shares. The principal requirements are:
| REQUIREMENTS | DESCRIPTION |
|---|---|
| Company Name | The proposed company name must first be approved and reserved with ACRA. It must not be identical to an existing or reserved business name, undesirable, or contain protected words or expressions without the necessary approval. Some names or business activities may be referred to another government agency for approval. |
| Share Capital | A company limited by shares must have at least S$1 in share capital when it is incorporated. Share capital is the amount shareholders have committed to the company; paid-up share capital is the amount actually paid for the issued shares. The two amounts are therefore not necessarily the same. |
| Registered Office | The company must maintain a registered office address in Singapore. It cannot be a P.O. Box and must be open and accessible to the public during the required office hours. The registered office does not have to be the same location from which the company carries on business. |
| Directors | Every Singapore company must have at least one director who is ordinarily resident in Singapore. A director must be a natural person, at least 18 years old, mentally capable of carrying out the role and not disqualified. Additional directors may reside overseas. FIN holders should check with MOM or ICA before accepting a directorship and obtain any approval required by their pass conditions. |
| Shareholders | A private company must have at least one shareholder and generally cannot have more than 50 shareholders. Shareholders may be individuals or corporate entities, subject to the requirements applicable to the particular company type. Singapore generally permits 100% foreign ownership of a private limited company, although regulated industries may be subject to additional requirements. |
| Company Secretary | A company must appoint a company secretary within six months after incorporation. The secretary must be a natural person who is ordinarily resident in Singapore and have the requisite knowledge and experience to carry out the role. Where the company has only one director, that sole director cannot also act as company secretary. |
| Company Constitution | Every company must have a constitution setting out the rules governing the company and the rights and responsibilities of its shareholders, directors and other officers. The company may adopt ACRA's model constitution or use a customised constitution. |
| Financial Year End & Registration Details | The company must specify its financial year end and provide the other information required by ACRA, including its business activities, company email address, registered office and office hours. |
| Controllers & Nominee Arrangements | Unless exempt, the company must provide the required information relating to its registrable controllers and, where applicable, nominee directors and nominee shareholders, and comply with the corresponding register and ACRA filing requirements. |
Foreigners who do not meet ACRA's requirements to register directly must engage an ACRA-registered Corporate Service Provider (CSP) to assist with registration.
Apexia Corporate Advisory can assist local and foreign founders with company incorporation, company secretarial services, registered office, nominee resident director arrangements where required, accounting and tax compliance.