Singapore Company Incorporation

Singapore, renowned as the leading business hub in Asia, is also the gateway for companies looking to tap into the Asia market. Whilst incorporating a company in Singapore is a straight-forward process, it can sometimes get complicated without the right support. 
 
At Hangtung, our many years of experience have helped companies – from start-ups to SMEs to big companies – to incorporate successfully in Singapore. Our experienced consultants work closely with you to understand your business needs and design customized solutions to suit your requirements. We also know that incorporation work does not stop at the point when the company is registered – in fact, it is just the beginning. We are dedicated to supporting you post-incorporation and ensuring that all your back-end work is taken care of and running smoothly, so that you can be at the forefront, focusing on growing your business.
 
Hangtung have worked with clients from over 115 countries to successfully expand into Asia. Working with multiple sectors, including luxury retail, technology, manufacturing, infrastructure, leisure, professional services and many more, we work with you to ensure that your expansion into Singapore is a success; whether it is your first venture into the Asian market or a continuing journey. Working in collaboration with you every step of the way, we can provide as much or as little support as you need, taking away the burden of managing the complexities of company incorporation in Singapore.
 
Here are some services that Hangtung provides to assist you in your incorporation process:
Administration services
 
1.Business licensing
2.Company registration
3.Company secretarial services
4.Compliance support
5.Director services
6.Singapore registered address
7.Temporary CFO
8.Registration Requirements
 
Singapore company registration requirements consist of:
 
Shareholding. A company must have a minimum of 1 and a maximum of 50 shareholders who can be local or foreign persons. Shareholders can be natural persons or corporate entities.
Share Capital. The minimum paid-up capital to set up a company is S$1. A company can increase its share capital at any time by injection of additional capital.
Directors. Both Singapore-resident and foreign-resident persons can be directors of a Singapore company. Corporate directors are not permitted. A company must have at least one Singapore-resident director. Singapore-resident is defined as someone who is a Singapore citizen, a Singapore permanent resident or an Employment Pass holder.
Company Secretary. A company must appoint a qualified company secretary within 6 months of incorporation. The company secretary must also be a natural person and resident of Singapore.
Registered Address. Each company is required to have a local registered address in Singapore where the company will keep all of its statutory documents. The address cannot be a PO box.
Company Name. The name of the company must be approved before proceeding with registration of the company.
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Registration Procedure
The registration procedure is online, quick, and efficient. There are three main tasks:
 
Name approval
Document preparation
Company registration
And there are two government fees:
 
S$15 Name approval fee
S$300 Company Registration fee
Step 1: Apply for name approval
Before registering, all Singapore companies must first have their name approved by ACRA. The name approval is a simple online procedure and the company name is subject to the following guidelines:
 
The name cannot be identical to an existing business in Singapore
The name must not infringe on any trademarks
The name cannot be obscene or vulgar
The name must not have been reserved by another company
Key facts to keep in mind for the name approval process:
 
If a company name follows ACRA’s rules, it is typically approved in less than an hour.
A name may be referred to another government authority for further approval if it contains certain regulated business words such as “finance”, “legal”, “law”, “broker” or “school”. This can delay the name approval process by few weeks.
Once approved, a company can reserve the name for up to 120 days. If it does not incorporate the name within that period, the name is released and can be reserved by another person.
Step 2: Prepare incorporation documents
After the name approval and before applying for company registration, a company must get the following documents ready:
 
Documents required by ACRA:
 
Company Constitution, previously known as Articles of Association. You may decide to adopt the standard Singapore company constitution as available from ACRA, which is acceptable for most companies and consists of terms that are considered to be fair for all parties involved in the incorporation
Signed Consent to Act as a Director for each director
Signed Consent to Act as Company Secretary by the company secretary
Identification and residential address details for each shareholder and officer of the company
In compliance with the international AML regulations, your Corporate Service Provider (CSP) is required by ACRA to conduct a Know Your Customer (KYC) due-diligence and will typically require at least the following supporting information:
 
Verification of identification and address proof documents
Professional background of stakeholders and officers of the proposed company
 
Note that the exact list of required documents may vary from CSP to CSP based on their internal procedures.
 
Note: All documents must be in English or officially translated into English.
 
Step 3: Register company
Once the incorporation documents have been prepared, a company can be officially registered with ACRA. The registration process is conducted online and takes less than an hour. In rare cases, if the company registration has to be referred to another government agency for further vetting, the process can take few weeks.
 
Read our survey: Is Singapore the right place to incorporate a company?
 
Document Required for Incorporation
In order to make the process smooth, it is best to have the following documents readily available before you start the incorporation. If you are unable to obtain some of these documents easily, please contact us and we may be able to recommend alternatives.
 
For Individual Shareholders
For each Officer, Shareholder and Controller of the proposed company:
 
Passport copy
NRIC or Residency card (for Singapore residents only)
Residential address proof (for example, a driver’s license, a recent utility bill, rental agreement, etc.)
Brief professional background. This can be in the form of a curriculum vitae (CV), resume or link to the person’s LinkedIn profile.
For Corporate Shareholders
If one of the shareholders is a corporate entity, the above documents will be required for each of the Ultimate Beneficial Owner (UBO) and Controllers of the company. In addition, the following documents will be required for the corporate entity that will be a shareholder:
 
Certificate of Registration issued by the Registrar of the jurisdiction where the company is registered
Company Extract from the Company Registrar of the jurisdiction where the company is registered that contains the following information:
Company’s name, Registration number and Registered address
Paid up Capital and particulars of all Shareholders and Directors
Business activities that the Company is engaged in
Authorised Person Resolution passed by the director(s) of the shareholding company that includes the following:
Authorisation to hold shares in the proposed Singapore Company
Appointment of an Authorised Person to sign the Singapore Company formation documents on behalf of the shareholding company
An ownership structure chart that identifies the UBOs of the shareholding company
Key Company Documents
Company Constitution
When registering,  a company must adopt a company constitution, previously referred to as the Memorandum and Articles of Association (MAA). New companies can choose to create a custom constitution or use the model company constitution provided by the government of Singapore.
 
The company constitution provides the rules and procedures that govern the company. Furthermore, it outlines the purpose of the company and the rights and responsibilities of the company. Minimum requirements for matters that must be addressed in a company constitution:
 
The company’s name
A statement expressing that the liability of its members is limited
The full names, addresses, and occupations of the first shareholders of the company and
a statement stating that the first shareholders wish to form the proposed company on the terms of the Constitution and they agree to take a stated number of shares in the capital of the company.
In practice, a typical constitution will also outline how the company is run on a day-to-day basis by providing rules that govern:
 
Issuance and sale of shares
Company meetings
Company directors
Company secretary
Company seal
Financial statements
Dividends
Winding up
Documents Issued by ACRA upon Registration
Upon successful registration of the company, ACRA will issue the following documents:
 
Certificate of Incorporation
ACRA issues an e-Certificate of Incorporation, which is an official email from ACRA that contains:
 
Statement that the company has been incorporated
A Unique Entity Number (UEN) issued to the company Date of Incorporation
This e-Certificate is sufficient in Singapore and accepted for all corporate needs such as opening a bank account, transacting with other parties, etc.
 
A company can also purchase a hard-copy Certificate of Incorporation from ACRA at any time after incorporation. Although such a certificate is not required in Singapore, it may be required when doing business overseas with foreign counterparts, overseas government agencies, embassies, etc. Most companies will obtain this certificate only when needed.
 
Company Business Profile (BizProfile)
The BizProfile (often also known as Company Extract) is a PDF document issued by ACRA that contains the following key details about the company:
 
Company identification details such as company name, registration number (known as Unique Entity Number or UEN), incorporation date, etc.
Principal activities
Share capital
Directors details
Company secretary details
Shareholders details
Company address
Compliance status
Company Registration FAQs
Is a one-person company allowed in Singapore?
Yes, a company can be owned and operated by a single person; i.e., a person can be the sole shareholder and director of a company. The following caveats apply:
 
In a single person company where the director and shareholder are the same person, you must appoint a different person as a company secretary. Generally, this is not an issue anyway because your corporate service provider will be appointing a qualified staff person as a company secretary for your company.
At least one director must be a Singapore-resident director. Therefore if you are a foreign person and not a resident of Singapore, you can still be the shareholder and operating director of your company, but in addition, you will be required to appoint a Singapore-resident person as an additional director. In such situations, corporate service providers offer a so-called Nominee Director service to satisfy this requirement. To learn more, see guide to Singapore company directors.
Can a foreigner incorporate a Singapore company?
Yes. As stated earlier, foreigners are free to form companies in Singapore and they can be 100% shareholders of their company. A foreigner is not required to relocate to Singapore for this purpose; they are free to operate their company from overseas. However, if they wish to relocate to Singapore they must obtain a Singapore immigration pass.
 
Do I need to appoint a corporate secretary for my Singapore company?
Yes, each Singapore company must appoint a corporate secretary. A company secretary is an individual who is a resident of Singapore and understands the Singapore company law. For more details, see our Singapore company secretary guide.
 
What are the annual filing requirements for Singapore companies?
See our annual filing requirements guide.
 
How long will it take to register my Singapore company?
Singapore company registration consists of a number of steps and the typical timelines for each step is described below. Please keep in mind that some of these timelines are dependent on you, so if you take longer to assemble the necessary information, the corresponding step may take longer.
 
Providing information about company structure and supporting documents: Anywhere from 1 hour to few days (depends on the client).
“Know You Client” (KYC) checks by Corporate Service Provider as required by law: 1 day
Reservation of Company Name with ACRA: Less than 1 hour
Preparation of incorporation document set: 1 hour
Client Review and Signatures on document set: Anywhere from 1 hour to few days (depends on the client and number of signatories involved)
Incorporation with ACRA: 1 hour
Thus, the total time can be anywhere from 1 day to a few days. The duration primarily depends on the speed at which the client can act.
 
Note about Singapore Company Registrar
In Singapore, the government agency that oversees company registration and ongoing compliance is called the Accounting and Corporate Regulatory Authority (ACRA). ACRA oversees and enforces Singapore company law.
 
All Singapore companies are registered through ACRA’s online filing and information retrieval system called BizFile. BizFile is also used to lodge company transactions that are required to comply with Singapore company regulations. In most cases, company transactions in Bizfile are lodged by professional corporate service providers (CSP) such as Ottavia at CorporateServices.com. A CSP is a term used for Singapore-based firms that are certified and registered with ACRA to conduct transactions on behalf of other persons using Bizfile. Such firms include Singapore-based corporate secretarial firms, accounting firms, and law firms.
 
Foreigners are required to engage the services of a CSP to register a company in Singapore. Although local entrepreneurs can register a company online by themselves, given the complexity of company law and compliance obligations, they are also strongly advised to engage a CSP for incorporation and ongoing maintenance of their company.