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When you plan to start a company in Singapore, you first need to decide on the most suitable business structure. For example, you can choose from a Sole Proprietorship, Partnership, Limited Liability Partnership (LLP), or Private Limited Company. Each option has its own advantages and requirements; therefore, it is essential to carefully consider your goals and circumstances. Moreover, if you’re looking for a smooth company incorporation Singapore process, understanding these structures will help you make an informed decision.

However, before you decide on a business structure, it’s crucial to understand the process of company registration and incorporation in Singapore. This process involves several steps and legal requirements that you need to fulfill. Here’s everything you need to know about company registration and incorporation in Singapore.

Legal Framework for Company Formation in Singapore

ACRA and the Companies Act

ACRA, or the Accounting and Corporate Regulatory Authority, is a statutory board under Singapore’s Ministry of Finance, responsible for regulating business entities, public accountants, and corporate service providers. It plays a crucial role in company formation, ensuring compliance with the Companies Act, which outlines rules and regulations for the formation, operation, and dissolution of companies in Singapore. All companies must comply with the Companies Act’s provisions, including requirements for registration, maintaining records, filing annual returns, and adhering to corporate governance standards.

Registration Requirements

The requirements for company registration in Singapore include:

• Shareholders: At least 1 shareholder (individual or company).
• Resident Director: At least 1 Singapore citizen, permanent resident, or employment pass holder as director.
• Company Secretary: Appoint a qualified company secretary.
• Registered Address: A local registered address in Singapore.
• Paid-up Capital: Minimum $1 paid-up share capital for a private limited company.

Other requirements may include memorandum and articles of association, and relevant licenses or permits depending on the business activities.

Key Requirements for Starting a Business

Aside from the basic requirements mentioned above, there are several non-negotiable key requirements for starting a business in Singapore that entrepreneurs should be aware of:

Director Requirements

To incorporate a company in Singapore, it is mandatory to have at least one resident director who is a Singapore citizen, permanent resident, or an employment pass holder. If the founders do not meet this requirement, they can appoint a nominee director service provider to act as the resident director on behalf of the company.

Registered Address

Having a local registered address is a crucial requirement for business registration in Singapore. It serves as the official address for receiving legal documents and correspondence, and must be a physical location; a P.O. Box or virtual office address is not acceptable. Maintaining a valid registered address is essential for transparency, accountability, and ensuring the company can be easily contacted.

Timeframe for Registration

The typical timeframe for company registration in Singapore is around 5-7 working days, provided there are no additional regulatory approvals required. This includes the submission of necessary documents, processing by the Accounting and Corporate Regulatory Authority (ACRA), and the issuance of the company’s registration number and certificate of incorporation.

Types of Business Structures in Singapore

Private Limited Company (Pte Ltd)

The Private Limited Company (Pte Ltd) is the most popular and flexible business structure in Singapore, and it is suitable for various types of businesses. It offers limited liability protection, meaning the personal assets of the shareholders are separate from the company’s liabilities. 

Additionally, Pte Ltd companies have the advantage of scalability, allowing for growth and expansion as the business evolves. SIG Global specializes in incorporating Pte Ltd companies, guiding entrepreneurs through the process of setting up this versatile and advantageous business structure.

Limited Partnership

A Limited Partnership is a type of business structure that consists of at least one general partner with unlimited liability and one or more limited partners with limited liability. The general partner is responsible for managing the day-to-day operations of the business and bears full personal liability for the partnership’s debts and obligations. 

On the other hand, the limited partners are investors who contribute capital but have no direct involvement in the management of the business, and their liability is limited to the amount of their investment.

Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) is a business structure that combines features of both a partnership and a limited company. Like a traditional partnership, an LLP allows for flexibility in management and profit-sharing among partners. However, similar to a limited company, the personal assets of partners are protected from the liabilities of the business.

Sole Proprietorship

A Sole Proprietorship is a simple and cost-effective business structure for individual entrepreneurs. The owner is solely responsible for the business, including management, profits, and liabilities. It has low startup costs and minimal legal formalities, allowing for quick establishment. However, the owner’s personal assets are not separate from the business, meaning they have unlimited liability for any debts or obligations.

Company Limited by Guarantee (CLG)

A Company Limited by Guarantee (CLG) is a business structure commonly adopted by non-profit organizations, clubs, societies, and charities. Unlike traditional companies, it does not have a share capital or shareholders. Instead, members guarantee to contribute a nominal sum, usually a small amount, if the company cannot meet its liabilities. When considering company incorporation in Singapore, organizations often choose a CLG to ensure a legal and structured approach to managing their activities while maintaining a non-profit status.

This limited liability feature protects members’ personal assets beyond their guaranteed contribution. CLGs are governed by a constitution and managed by elected officers or a board of directors.

Variable Capital Company (VCC)

A Variable Capital Company (VCC) is a new corporate structure introduced in Singapore to facilitate the incorporation and operation of investment funds. It offers a flexible capital structure, allowing for the easy issuance and redemption of shares. 

This feature is particularly advantageous for investment funds, which often require the ability to adjust their capital base as investors enter or exit the fund. The VCC framework provides a streamlined regulatory environment, enabling fund managers to establish and manage investment funds in Singapore with greater efficiency and cost-effectiveness.

Representative Office

A Representative Office allows foreign companies to establish a temporary presence in Singapore for conducting market research, exploring opportunities, and facilitating communication without engaging in commercial activities. It provides a low-cost entry point to understand the local market and regulations before committing to a substantial investment.

Branch Office/Foreign Branch

A Branch Office allows foreign companies to establish a presence in Singapore for conducting business activities. It operates under the same legal identity as the parent company and requires appointing a resident agent who acts as a local representative.

Registering Your Company with ACRA

Steps to Register with ACRA

Registering a company in Singapore involves a straightforward process managed by the Accounting and Corporate Regulatory Authority (ACRA):

1. Apply for a company name – Ensure it is unique and adheres to ACRA’s guidelines.
2. Submit the necessary incorporation documents – Include details of shareholders, directors, and the registered office.
3. Issuance of Certificate of Incorporation – Upon successful submission and processing, ACRA will confirm the company’s legal existence.

BizFile+ Portal

BizFile+ is ACRA’s online filing portal that facilitates company registration and compliance matters. Entrepreneurs can access BizFile+ to:

1. Submit applications.
2. File annual returns.
3. Update company details.

To use the portal, businesses and individuals must have a Unique Entity Number (UEN) or log in using their SingPass or CorpPass credentials.

Preparing Documents for Company Registration

Essential Documents

Several key documents are required to successfully register a company in Singapore. These include:

• Company Name Approval from ACRA.
• Consent forms from directors and shareholders.
• A company constitution outlining the business structure and governance.
• A registered office address in Singapore.
• Share capital details and a description of the business activities.

Incorporation Document Checklist

Having a complete set of documents is crucial to ensure a smooth registration process. The checklist includes:

• Approved company name.
• Identification documents of directors and shareholders.
• Consent to Act as Director and Statement of Non-disqualification.
• Business activity classification under Singapore Standard Industrial Classification (SSIC).
• Details of company secretary and registered office address.
• Declaration of compliance with the Companies Act.

Expert Tips for Entrepreneurs

Choosing a Local Director

Appointing a local director is a mandatory requirement for company registration in Singapore. Entrepreneurs who do not meet this criterion can opt for nominee director services to fulfill the requirement without direct involvement. This approach helps in streamlining the registration process while ensuring compliance with local regulations.

Using Business Incorporation Services

Engaging professional business consultants can simplify the incorporation process by handling documentation, compliance checks, and liaising with ACRA. These services provide valuable insights and ensure that all legal requirements are met, allowing entrepreneurs to focus on their core business operations.

Understanding the Employment Pass

For foreign entrepreneurs looking to set up a business in Singapore, applying for the right work passes is essential. For example, the Employment Pass allows foreign entrepreneurs and professionals to work in Singapore, and the EntrePass is designed for eligible startup founders. Choosing the appropriate pass can help facilitate business operations.

Conclusion

Setting up a business in Singapore involves a structured process, from selecting a business structure to registering with ACRA. Understanding the requirements and preparing the necessary documents can make the process more efficient. 

For professional assistance and a seamless company incorporation experience, consult SIG Global today! Let our specialists guide you every step of the journey.