How To Set Up A Company In Singapore: A Step-by-Step Guide to Company Incorporation

1. Business-Friendly Policies

• Transparent regulations and a pro-business environment.

2. Low Corporate Tax Rates

• Corporate tax capped at 17%, with attractive tax exemptions for start-ups and SMEs.

3. Strategic Location

• Singapore serves as a gateway to the Asia-Pacific region.

4. Access to Global Talent

• Home to a skilled and diverse workforce.

5. Ease of Doing Business

• Ranked among the world’s easiest places to start and operate a business.

1. Private Limited Company (Pte Ltd)

• Most common structure.
• Separate legal entity with limited liability for shareholders.

2. Sole Proprietorship

• Owned by a single individual.
• The owner bears unlimited liability.

3. Limited Liability Partnership (LLP)

• Combines the benefits of partnerships and limited liability.

4. Branch Office

• Extension of a foreign parent company; not a separate legal entity.

5. Representative Office

• For market research and promotional activities; cannot generate revenue.

1. Local Director

• At least one director must be a Singapore resident (citizen, permanent resident, or Employment Pass holder).

2. Company Name

• The name must be approved by ACRA and must not be identical or similar to existing names.

3. Shareholders

• Minimum of one shareholder, who can be an individual or corporate entity.

4. Paid-Up Capital

• Minimum paid-up capital of S$1.

5. Registered Office Address

• Must have a physical address in Singapore (no P.O. boxes).

6. Company Secretary

• Must appoint a qualified company secretary within six months of incorporation.

• Proposed company name.
• Details of shareholders, directors, and company secretary.
• Registered office address.
• Constitution of the company.
• Identification and residential address proof for all directors and shareholders.

The incorporation process typically takes 1-2 days, provided all documents are in order and no additional approvals are required.

Yes, foreigners can incorporate a company in Singapore. However, they must:

• Appoint a local resident director.
• Engage a professional firm like Apexia Corporate Advisory to handle the incorporation process.

• Government Filing Fee: S$315 for most companies.
• Professional Fees: Vary depending on the services provided (e.g., incorporation, nominee director, registered office).

1. Corporate Bank Account

• Open a corporate bank account to manage business transactions.

2. Licenses and Permits

• Apply for additional licenses if required for your business activities.

3. Annual Filing

• File annual returns and financial statements with ACRA.

4. Tax Filing

• Submit corporate tax returns to the Inland Revenue Authority of Singapore (IRAS).

1. Choosing a Duplicate Name:

   • Ensure your proposed name is unique and complies with ACRA’s guidelines.

2. Insufficient Documentation:

   • Prepare all necessary documents to avoid delays.

3. Non-Compliance with Local Director Requirement:

   • Engage a nominee director if you do not have a local resident director.

4. Overlooking Post-Incorporation Obligations:

   • Stay compliant with annual filing and reporting requirements.

Incorporating a company in Singapore is a straightforward process:

1. Choose a Business Structure

• Private Limited Company (Pte Ltd): Most common and scalable structure.
• Sole Proprietorship or Partnership: Suitable for small businesses or freelancers.
• Branch or Representative Office: For foreign companies exploring the Singapore market.

2. Meet the Requirements

• At least one local director.
• A registered office address in Singapore.
• Appointment of a company secretary within 6 months of incorporation.

3. Register with ACRA

• Submit required documents, including company name, constitution, and details of shareholders and directors.

4. Post-Incorporation Compliance

• Open a corporate bank account.
• File annual returns and tax submissions.
• Ensure compliance with statutory requirements.

At Apexia Corporate Advisory, we simplify the incorporation process, ensuring a hassle-free experience for entrepreneurs and businesses. Our services include:

1. End-to-End Incorporation Support

• Handle name reservation, document preparation, and ACRA filing.

2. Nominee Director Services

• Provide local resident directors to meet statutory requirements.

3. Post-Incorporation Services

• Assist with opening corporate bank accounts, applying for licenses, and ensuring compliance.

4. Compliance Management

• Manage annual filings, tax submissions, and other corporate obligations.

Paid-up capital refers to the amount of money a company has received from shareholders in exchange for shares issued. This is the actual capital deposited into the company’s bank account to fund operations and growth. Paid-up capital is distinct from authorized capital, which is the maximum amount a company is allowed to issue.

1. Proof of Solvency

• Demonstrates that the company has adequate initial funding to meet its obligations.

2. Legal Requirement for Incorporation

• Paid-up capital is a mandatory component for incorporating a business in Singapore.

3. Investor Confidence

• Higher paid-up capital can boost investor confidence by showcasing financial stability.

4. Eligibility for Licenses and Permits

• Certain industries require a minimum paid-up capital to obtain licenses (e.g., financial services).

1. General Requirements

• The minimum paid-up capital required to incorporate a company in Singapore is S$1.

2. Industry-Specific Requirements

• Some industries require higher minimum paid-up capital. Examples include:
  • Financial Services: S$500,000 to S$1 million (depending on the license).
  • Employment Agencies: S$50,000.
  • Telecommunications: S$100,000 or more.

If your business needs additional funding or plans to meet industry-specific requirements, you can increase paid-up capital by issuing new shares. Here’s how:

1. Pass a Board Resolution:
   • Obtain board approval for the issuance of new shares.
2. Allot New Shares:
   • Issue shares to existing or new shareholders.
3. File with ACRA:
   • Update the company’s paid-up capital via the BizFile+ portal.
4. Deposit Funds:
   • Ensure the new capital is deposited into the company’s corporate bank account.

1. Enhanced Credibility

• Companies with higher paid-up capital are often perceived as more stable and trustworthy.

2. Access to Larger Contracts

• Some tenders and contracts may require a minimum paid-up capital for eligibility.

3. Easier Loan Approvals

• A higher paid-up capital can improve your chances of securing business loans or credit facilities.

1. Reporting to ACRA

• Paid-up capital changes must be reported to the Accounting and Corporate Regulatory Authority (ACRA) within a stipulated timeframe.

2. Accurate Record-Keeping

• Maintain proper records of share allotments and paid-up capital transactions.

3. Tax Implications

• While paid-up capital itself is not taxable, it can impact the company’s financial standing and tax planning.

1. Insufficient Paid-up Capital:
   • Failing to meet industry-specific requirements can result in non-compliance or penalties.
2. Delays in Filing:
   • Late filing of paid-up capital changes with ACRA can attract fines.
3. Underestimating Requirements:
   • Setting too low a paid-up capital may limit your company’s growth potential or ability to secure licenses.

At Apexia Corporate Advisory, we simplify the paid-up capital process and ensure compliance with Singapore regulations. Our services include:

1. Incorporation Assistance:

• Guide you through setting the appropriate paid-up capital for your business.

2. Paid-up Capital Increases:

• Assist with issuing new shares and filing changes with ACRA.

3. Industry-Specific Advisory:

• Advise on minimum paid-up capital requirements for licenses and permits.

4. Compliance Support:

• Ensure accurate reporting and record-keeping to maintain compliance.

A director is an individual appointed to oversee and manage the company’s operations. Directors are responsible for ensuring that the company complies with legal requirements and acts in the best interests of the business.

Eligibility Criteria for Directors

• Must be at least 18 years old.
• Must not be disqualified (e.g., declared bankrupt or convicted of certain offenses).
• At least one director must be a Singapore resident (citizen, permanent resident, or Employment Pass holder).

1. Fiduciary Duties

• Act in the best interests of the company.
• Avoid conflicts of interest.

2. Compliance with the Companies Act

• Ensure the company complies with the Singapore Companies Act.
• File annual returns and other required documents with the Accounting and Corporate Regulatory Authority (ACRA).

3. Financial Oversight

• Maintain accurate financial records.
• Approve and file financial statements.

4. Governance and Decision-Making

• Attend board meetings and contribute to strategic decisions.
• Ensure proper corporate governance practices are in place.

A shareholder is an individual or entity that owns shares in the company. Shareholders are the owners of the company and have the right to participate in certain key decisions.

Types of Shareholders

• Individual Shareholders: Private individuals.
• Corporate Shareholders: Other companies or entities.

Rights of Shareholders

1. Voting Rights:
   • Vote on key matters such as the appointment of directors and changes to the company’s constitution.
2. Dividends:
   • Receive dividends based on the number of shares owned.
3. Access to Information:
   • Inspect financial statements and other statutory records.
4. Participation in General Meetings:
   • Attend and vote at Annual General Meetings (AGMs).

Responsibilities of Shareholders

1. Pay for Shares:
   • Ensure full payment for the shares they subscribe to.
2. Exercise Rights Prudently:
   • Act in the company’s best interests during voting and decision-making.

1. Can Foreigners Be Directors in a Singapore Company?

Yes, foreigners can be directors, but at least one director must be a local resident.

2. What Are the Penalties for Non-Compliance?

Directors can face fines, disqualification, or even imprisonment for breaches of fiduciary duties or failure to comply with statutory requirements.

3. Can a Director Resign?

Yes, directors can resign by giving notice as per the company’s constitution. The company must ensure there is at least one resident director at all times.

1. Can a Shareholder Also Be a Director?

Yes, an individual can hold both roles simultaneously.

2. How Are Shares Transferred?

Shares can be transferred through a share transfer form, which must be filed with ACRA. Stamp duty may apply.

3. Can Shareholders Be Removed?

Shareholders can only be removed if the company buys back their shares or if specified in the shareholders’ agreement.

1. Understand Your Roles and Duties:
   • Familiarize yourself with your responsibilities under the Companies Act.
2. Maintain Proper Records:
   • Keep accurate financial and corporate records.
3. Engage Professional Services:
   • Work with corporate advisors to manage compliance and reporting requirements.

At Apexia Corporate Advisory, we offer comprehensive support for directors and shareholders to ensure compliance and efficient management. Our services include:

1. Director Services:
   • Nominee director services to meet statutory requirements.
   • Guidance on fiduciary duties and compliance.
2. Shareholder Management:
   • Assistance with share transfers and maintaining registers.
   • Drafting shareholder agreements.
3. Corporate Compliance:
   • Filing annual returns, preparing financial statements, and ensuring regulatory compliance.

A nominee director is a local resident appointed to fulfill Singapore’s statutory requirement for at least one director who is:

• A Singapore citizen, permanent resident, or Employment Pass holder.

The nominee director acts on behalf of the foreign shareholder or entrepreneur, ensuring compliance with the Accounting and Corporate Regulatory Authority (ACRA) and other statutory obligations.

Nominee directors are typically required by:

1. Foreign Entrepreneurs:
   • Individuals incorporating a business in Singapore but residing overseas.
2. Foreign Companies:
   • Businesses setting up a subsidiary or branch in Singapore without local management.
3. Investors:
   • Non-residents investing in Singapore-based ventures who need a local director to meet regulatory requirements.

The nominee director’s primary responsibility is to meet the local director requirement. However, their role includes:

1. Statutory Compliance:
   • Ensuring timely filing of annual returns and financial statements with ACRA.
   • Maintaining accurate company records.
2. Corporate Governance:
   • Adhering to the company’s constitution and ensuring compliance with the Companies Act.
3. Liaison with Authorities:
   • Acting as a point of contact with government agencies for compliance and regulatory matters.
4. Non-Executive Role:
   • The nominee director typically does not participate in the company’s operational or decision-making processes unless specifically agreed upon.

While nominee directors help fulfill regulatory requirements, they also assume certain legal responsibilities:

1. Personal Liability:
   • Nominee directors can be held personally liable for non-compliance or illegal activities of the company.
2. Due Diligence:
   • Responsible for ensuring the company operates within the law and does not engage in fraudulent activities.
3. Fiduciary Duty:
   • Must act in the best interest of the company and its stakeholders.

1. Regulatory Compliance:
   • Meet Singapore’s legal requirement for a local resident director.
2. Ease of Incorporation:
   • Simplifies the process for foreign entrepreneurs to start a business in Singapore.
3. Expert Guidance:
   • Nominee directors often have local knowledge and expertise to help businesses navigate compliance requirements.
4. Business Continuity:
   • Ensure smooth operations and regulatory compliance even if the foreign directors are not based in Singapore.

Step 1: Engage a Trusted Corporate Service Provider

• Work with a reputable firm like Apexia Corporate Advisory to appoint a nominee director who meets regulatory requirements.

Step 2: Draft a Nominee Director Agreement

• Clearly define the scope, responsibilities, and limitations of the nominee director’s role.

Step 3: Conduct Due Diligence

• Ensure the nominee director understands their fiduciary duties and the company’s compliance obligations.

Step 4: Register with ACRA

• Update the company’s records to reflect the appointment of the nominee director.

1. Nominee Directors Control the Business:
   • False. They act as a statutory requirement and do not interfere with business operations unless agreed upon.
2. Nominee Directors Eliminate Liability:
   • False. While they fulfill legal requirements, ultimate accountability remains with the shareholders and directors.
3. Only Start-ups Need Nominee Directors:
   • False. Any foreign-owned business in Singapore may require a nominee director.

At Apexia Corporate Advisory, we provide professional and reliable nominee director services to help businesses comply with Singapore’s regulations:

1. Experienced Professionals:

• Our nominee directors are well-versed in Singapore’s corporate laws and compliance standards.

2. Transparent Agreements:

• We establish clear roles and responsibilities to protect your business and the nominee director.

3. Comprehensive Support:

• Beyond nominee services, we offer incorporation, compliance, and governance advisory to ensure your business runs smoothly.

4. Confidentiality:

• We safeguard your business information and maintain strict confidentiality.