Company incorporation in Singapore

By
Writers@Aspire
Published
January 31, 2022

As you kickstart and grow your company, choosing where to establish your business is critical. The government you pick can play two roles. It can produce obstacles for you or be your most significant partner.

Singapore is a thriving country, packed with resources to welcome new start-ups. The nation is diverse, with four official languages, full of the best talent in the world. 

If you're interested in incorporating in Singapore, this complete guide will teach you how.

The benefits of company formation in Singapore

In 2021, Singapore welcomed 60,326 new business formations. This fast company formation rate proves Singapore’s reputation for healthy market growth along with its friendly relationship between companies and the government.

Singapore is well-known for its generous policies toward foreign directors. If you decide to establish your foreign business in Singapore, you can benefit from their favourable ownership and tax laws.

1. Own your Singapore business

Singapore offers a tremendous pro-business alternative when many governments make ownership difficult for foreigners. There is no limit to foreign ownership, which means you can own 100% of your business.

Thus you can grow your business with complete control. Singapore wants you to thrive, and its policies support it.

The government protects your interests through its intellectual property (IP) laws. Their legal system is state-of-the-art, and they have robust protections that give your IP strength and security.

2. Singapore is pro-start-up

Starting a business can be terrifying and exciting at the same time. It helps to know the government will assist you along the way.

Singapore consistently seeks innovations and supports businesses when times get tough, like investing billions in companies during COVID-19. The city-state relies on economic growth and sees start-ups as a great source.

This reflects in their tax policies. For instance, there’s no capital gains tax. Therefore, you’ll have more resources to grow and build a stronger foundation for your start-up.

Tax benefits to expect:

  • Zero tax on dividends distributed to shareholders 
  • Zero tax rate on the company’s capital gains (You don’t pay taxes for an IPO or when someone acquires your start-up)
  • Zero tax on income from foreign sources, which were subjected to taxation abroad
  • Low tax rates, giving businesses a healthy and advantageous tax benefit

The government also provides easy ways to move funds, so you don't have to worry about sending resources back and forth. The government understands the nature of modern business and works hard to remove barriers to your operations and cash flow.

3. Great location

Singapore gives you close access to Asia's population of over 4.68 billion people. This is a powerful advantage, considering your customers, talents, partners and investors are among this sizable group.

Known as the maritime gateway of the world, the Port of Singapore provides access to strategic transportation and supplies. Moreover, the city is home to one of the best airports in the world, facilitating travel to and from Southeast Asia’s hub. 

4. Buzzing ecosystem

Business formation benefits for start-ups don’t end with tax advantages and government support. Companies that incorporate in Singapore can also benefit from an environment that supports their vision.

Singapore has diverse, highly-skilled talent from all over the world, ready to use their expertise to scale your company. The local talent pool is rich with qualified candidates for many industries.

And there’s no lack of funding either. Many VCs invest in Singapore. By adding your start-up to the mix, you increase your chances of accessing these investors and getting the much-needed resources to grow your business quickly.

Singapore has developed a straightforward process for business incorporation. With the right team to incorporate your company, you can take advantage of everything the country offers. 

Once you've decided to start your business there, it's time to prepare for incorporation. 

Foundations to company incorporation in Singapore

Singapore offers significant benefits for business incorporation, and you only need a few things to get started.

What to expect to set up your Singapore business

Any incorporation application can feel daunting, but Singapore's business registration process is straightforward if you’re well-organised. For example, you can get your name approved in less than an hour if it passes all requirements.

If your company falls in a particular industry that is nationally and globally regulated, you may have to add another step. Think industries like medicine or using words like "broker" or “bank”. It can extend your process, but you can successfully register your business within a reasonable time if you qualify and fall under the requirements.

Afterwards, you only need a few key documents, ownership requirements and an initial investment of 1 SGD to register your company and reap the benefits of a Singaporean business entity.

Let’s rewind and go through the incorporation process step by step. 

Decide on the business entity

Before you start filing paperwork, you need to know the legal vessel you plan on equipping your company with. The popular choices are a sole proprietorship, partnership or private company, each with its own benefits and sacrifices.

If you've already registered a company elsewhere, these business entities should be familiar to you.

Sole Proprietorship 

The majority of businesses in the world are sole proprietorships, which is also an option in Singapore. It's the most accessible entity to establish, but it has some disadvantages for start-ups.

You’re exposed to more risk, and there is little protection for yourself and your assets. This also makes VC investments more difficult, as they will prefer to work with more structured and liability-protected entities.

Partnerships

Owners can team up and run their business as an entity. There are many forms like a traditional partnership, Limited Partnership and Limited Liability Partnership. All of them depend on who shares what liabilities.

With the high dissolution rate among partnerships, this may not be the best option for a start-up seeking to snowball, attract investors and efficiently distribute shares.

Private Companies 

A private company is often the best legal entity for a business to incorporate in Singapore. As a separate entity, it includes protections from personal ownership risks and provides an easy path to distributing shares.

Review the ACRA

The Accounting and Corporate Regulatory Authority is the primary governing body you will deal with. They oversee your process for incorporation and ensure you are doing everything expected from a Singapore start-up.

ACRA responsibilities include

  • Administrate relevant laws and acts (CAP2A, Cap2, Cap 50, et al.). 
  • Report and advise the government on regulation and registration. 
  • Manage relevant documentation for entities, accountants and corporate service providers. 
  • Represent the Singapore government with issues regarding business entities and registrations. 
  • Inform the public about changes and issues regarding business entities.

Meet the incorporation requirements

While it’s straightforward to incorporate your business in Singapore, you still need to meet some requirements.

1. Your business name 

Decide on a unique name for your company. Before incorporating, you will need to get approval to ensure no other company claims it or has claimed it.

2. Shareholder 

Singapore requires at least one shareholder for a business. That's easy, considering the owner counts as one. When there are multiple owners, ensure they’re all in the documentation to set up your entity.

3. Director 

You will need a resident director that can represent your company in Singapore. This person needs to be a Singaporean resident. Once you meet this requirement, you can add as many foreign directors as you want.

4. Company secretary 

Businesses in Singapore need a company secretary. This position manages compliance and other legal requirements. The secretary represents your business when the government changes something or needs to contact you about an issue.

5. Registered address 

Every business interested in incorporating in Singapore needs a physical address. A P.O. Box will not work. You can establish a physical address with a Singapore service to comply with the requirement.

6. Capital investment 

The minimum amount of paid-up capital in Singapore is 1 SGD. However, there are some benefits to increasing this amount.

  • More funds to engage in the company’s ordinary business  
  • More favourable terms for debt capital fundraising
  • Singapore Business Federation membership starting from 500,000 SGD paid-up capital

You will also need to establish how many shares go to whom.

The commonly accepted standard is 10 million shares. A significant number of shares signals that you can offer employees a larger piece of the pie. At the same time, it keeps the price per share low, making the company appear like a cheaper buy for investors.

7. Governance 

You need to state your bylaws, shareholders and overall structure layout through documentation and registration.

Documents needed to incorporate in Singapore

Before you apply for incorporation, you must have various documents ready. These communicate the purpose of your business, who is part of it and how you define its legal structure.


You can find many of these documents, set up as models, on the ACRA website:

  • Model Constitution for Private Company Limited by Shares 
  • Consent to Act as Director and Statement of Non-disqualification to act as Director 
  • Consent to Act as Secretary 
  • Statement of Secretary Statement of Affairs

Shareholder documents to incorporate

  • Copy of their passport: Foreigners should have a passport to identify themselves and their country of citizenship. 
  • Residency card for locals: Any shareholders who are Singaporean residents should have a card. 
  • Proof of address: Shareholders need documentation of where they live, like a driver's license or utility bill. 
  • Short bio: Shareholders should provide a resume, description or online professional representation of what they do.

What should I include in a company constitution? 

As you develop a constitution or articles of incorporation, include core information and details of your company. 

The good news is that in your preparation for business incorporation, you’ve already identified most of those.

You will need to state the name of your company and the type of business you plan on opening in Singapore. The constitution should state the purpose of the company. All the rights of each director, liability, capital invested and rules should be included in the document as well. 

Any processes you expect in your administrative policies should be stated, along with any other additional rights and privileges not yet mentioned. 

Your company constitution is a lot like a country’s version. You are stating your values, expectations and processes when challenges arise. When there is an issue, your company will refer back to it. 

When the Singapore government wants to understand your business's nature, they have access to this constitution, which aids your status as a business entity.

Can non-profits register their organisation in Singapore?

If your business plans to impact a cause or community as a non-profit, you can incorporate it in Singapore. 

Singapore refers to qualifying non-profits as VWOs, or Volunteer Welfare Organisations. They classify it as an organisation that does not seek profit as its primary goal but rather the advancement of social interests or needs.

VWOs in Singapore have a considerable advantage, especially if they impact the Eastern world. With transportation and accessibility, non-profits are well equipped to change society.

Traits of a VWO

  • Governance by a board of trustees 
  • Cannot distribute profits and must reinvest in the organisation 
  • Their work improves a community or cause 
  • If approved as a charity under a VWO, there are tax benefits

The step-by-step incorporation process in Singapore

Once you have everything ready to go, it's time to start the company incorporation procedure in Singapore. You can easily register online by following the steps below.

1. Review files 

Go through all your corporate documents and pay attention to every detail. The more you do now, the less you’ll have to do while registering for your company. You also prevent the chance of having to correct a file or send a missing piece of information, delaying the process.

2. Pick your registered Singapore service provider 

Singapore requires foreign owners to register with a company incorporation service provider. This step is critical for owners, considering they'll have an expert team behind them to smoothen the process and help with any obstacles.

3. Due diligence review 

A thorough review ensures you meet the requirements and that you’re an appropriate candidate for company registration in Singapore. When everything is in line, you're ready to continue the process.

4. Decide on a package 

When working with a service provider, choose the package that works best for you. It usually has to do with the level of service you'll need to complete the process.

Here’s an example from us.

Aspire's Kickstart Packages

5. Approve your name 

Submit your name to the ACRA to make sure it isn't taken. They'll let you know if your name is approved and when you can move forward.

  • It shouldn't be the same name as another company
  • It shouldn't infringe on IP laws
  • It needs to be understandable and shouldn't be offensive

6. Sign documents

Sign the documents you produced about your company. Ensure all necessary stakeholders can sign on time.

7. Register with the ACRA 

Register your company with the ACRA. They'll review your application and decide to approve you or ask for more information.

8. Pay the company incorporation fee

Pay your company incorporation fee to finalise your application process. Consult with your service provider if this is part of your package. 

9. Get relevant licenses 

Depending on your business and industry, you may need special permissions. Think about finance industries, education sectors and other types of services.

10. Enjoy the benefits of a business in Singapore

Once approved, you can enjoy the full advantages of the country and its access to the world. Here's how you can check you Singapore company registration number.


What after registering your company in Singapore?

Once you’ve registered your business and received the necessary approvals, you’re ready to operate your business. Below are a few extra steps to help you set up shop in Singapore.

Opening a corporate bank account in Singapore 

As you operate your company in Singapore, you’ll process and exchange funds as a regular part of everyday business. 

To take full advantage of your cash flow and operating process, you’ll need to open a business bank account in the country.

Since Singapore has vast resources for the global market, you have many options like accessible multi-currency accounts, online access and tools to move funds. 

While the process is straightforward, there are a few requirements for opening a corporate bank account in Singapore.

1. Representatives

Most banking companies require critical directors and representatives to sign documents in person. Therefore, you will have to plan a day when everyone relevant can visit the bank and follow their requirements. 

2. Documents 

While every bank is different, you can expect a detailed list of documents. They will likely ask for you and the directors to sign them.

  • Bank forms to open the account
  • Board of Directors Resolution notifying the intention of opening the account
  • Certified Bank Copies of your Resolution, Business Profile, Constitution/Articles of Association and passports. 

Top Singapore Banks to Choose From

Many banks can service your company. Singapore comprises a handful of local banks and almost 200 foreign banks. Many provide different services and unique solutions to your needs.

Popular banks you can access are:

  • Overseas-Chinese Banking Corporation
  • Development Bank of Singapore 
  • Standard Chartered 
  • United Overseas Bank
  • Citibank

Establish an accounting system

Once you have a corporate bank account, you should find the right system for your accounting. Get software that matches your business needs and partner with a Singapore accounting firm to help you manage and organise your business's financial process and tax preparation. 

Singapore expects businesses to adhere to the Singapore Financial Reporting Standards. 

Accrual-based accounting and procedural expectations affect the way you process transactions, record financial data and ultimately pay your taxes. 

Get Singapore business insurance

All companies in Singapore should have good business insurance. Businesses that deal globally and have foreign ownership should put more weight on their insurance quality since their liability and risks spread globally. 

Singapore’s robust insurance industry is well-prepared for your business. Through well-established firms and global market experience, their products perfectly fit with the growing international ecosystem of companies.

Primary types of business insurance:

  1. Property insurance 
  2. Legal liabilities insurance 
  3. Employee-related insurance

Excellent business insurance in Singapore protects your company so you can focus on maximising your growth.

Recap: Business Incorporation in Singapore

By now, you should have a good idea about registering your company in Singapore. The country has a vibrant economy that welcomes start-ups worldwide. With strategic benefits, it’s no wonder so many companies choose Singapore as their home. 

If you’re interested in company formation in Singapore, start by collecting all the documents necessary to define and establish your business. Then, get your name approved by the ACRA and continue your registration process until your business entity is officially registered. 

Join the thousands of companies that choose Singapore each year and continue to thrive in its bustling, global economy. 

FAQ

How do I form a company in Singapore?

You can do it online by following the steps in this guide.

Do I have to fly to Singapore to incorporate my business?

You can incorporate your business online! Singapore is famous for its easy business registration process. Once you want to open a bank account and invest more in Singapore, you may need to visit.  

What type of business entity should I choose? 

You have many options depending on your needs, but mostly, a private entity is the best fit to incorporate your business in Singapore. 

Is there someone who can help me with my business incorporation in Singapore?

There are many service providers who provide incorporation services for foreign companies who want to incorporate in Singapore. Depending on your needs, they may also provide local secretaries and other services.  

I am a foreigner. Can I set up a business in Singapore?

Yes, but you’ll need a local representative to set up your company in Singapore. Refer to the business requirements on this page for more details. 

How much initial capital is required for my company in Singapore?

Singapore only requires 1 SGD as an initial capital investment in your company, making it super easy to get started. More paid-up capital does have certain benefits.


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