Process To Incorporate A Company In Singapore

 

By Jaanik

In Singapore, the incorporation of a company is said to be fast, easy, and void of unnecessary formalities. Are you having Singapore in your business set up plans? Then, that would be the best decision as the country is steadily ranked in the best places to start business charts across the globe. Other than planning to start up a business, you also require to understand the requirements, procedures, and other factors to register a private limited company in Singapore. Here is a guide to the mentioned topics.

To register a company in Singapore, either foreigners or local entrepreneurs must involve in the services of a corporate service provider. This is a compulsion because one needs to understand and adhere to the Singapore company law and compliance
requirements.

Following are the requirements to register Singapore company:
1. Shareholding: A company should have shareholders, with a minimum of 1 and a maximum of 50. These shareholders can be either local or foreigners and can be natural persons or corporate entities.
2. Share capital: The minimum share capital or paid-up capital to start a company is S$1, and the amount can be increased at any time by adding in additional capital.
3. Directors: For a Singapore company, the directors can be both Singapore-resident (local) or foreign-resident individuals. But corporate directors are not allowed. Having at least one Singapore-resident director is a must, that is, a person who belongs to the country and has Singapore permanent resident or an Employment Pass holder.
4. Company Secretary: Within six-months of incorporation, the Company must appoint a qualified company secretary. This individual must be a natural person and a Singapore resident.
5. Registered address: Each Company that is incorporating must have a local registered address in Singapore, a place where all the statutory documents of the Company are kept. And, the address cannot be a PO box.
6. Company name: Before going ahead with the registration of the Company, the name of the Company must be approved.

Steps for Registering a Singapore Company

There are three steps involved in registering a Singapore company, and the procedure is online, quick, and efficient.
1. Name approval
2. Document preparation
3. Company registration

Two government fees:
• S$15 Name approval fee
• S$300 Company Registration fee

Step 1: Name Approval
The first step before registering a Singapore company is, every Company should get the name approved by the Accounting and Corporate Regulatory Authority (ACRA). The name approval is a simple online process, and the Company should follow the below guidelines:
• Any existing businesses in Singapore should not have the identical name
• The title should not trespass any trademarks
• The name should not be obscene or vulgar
• Any other company should not have reserved the name

Key points to remember for the name approval process:
• A company is typically approved within in an hour if it adheres to all the rules of ACRA
• If a company name consists of terms/business words like: ‘finance,’ ‘legal,’ ‘law,’ ‘broker,’ or ‘school,’ then, the name is referred to another government body for further approval. This process will take a few weeks for the name approval.
• Once the name is approved, up to 120 days, the Company can reserve the name. The Company should get the name incorporated within this duration; if not, the name will be released, and any other person can book it.

Step 2: Company Registration Documents
The second step after getting the name approved is, applying for company registration. For this process, the Company should keep the following documents ready:

Documents required by ACRA:
• The company constitution earlier was known as the Articles of Association. You can adapt the standard Singapore company constitution available from ACRA that is accepted for most companies. It also consists of terms that are considered to be suitable and fair for all parties in the incorporation.
• Each director gets a signed Consent to Act
• Each Company Secretary is given a Consent to Act by the company secretary
• Identification and residential address details for each shareholder and officer of the Company.

In agreement to the international AML regulations, the ACRA to conduct a You’re your Customer (KYC) due-diligence, would require your Corporate Service Provider (CSP) and at least the following supporting information:
• Identification and address proof documents
• The professional background of stakeholders and officers of the proposed Company

Based on the internal procedures, the documents requirements may differ from CSP to CSP.
Note: Another essential point to be noted is, all documents should be in English or officially translated to English.

Step 3: Register with Singapore Company Registrar, ACRA
As soon as the incorporation documents are ready, a company can be registered officially with ACRA. This registration process can happen online, and it would take less than an hour. In rare scenarios, the process might take a few weeks more, in case the vetting process is referred to another government urgency for company registration.

Supporting Documents for Company Registration
The company registration process can be carried on smoothly if the below-mentioned documents are readily available before the company incorporation.

For individual shareholders:
The proposed Company’s each of the officer, shareholder, and beneficial owner should produce:
1. Passport copy
2. NRIC or Residency Card (Singapore residents only)
3. Residential address proof (rental agreement, driver’s license, etc.)
4. Brief professional background (Resume, link to the LinkedIn profile, etc.)

For Corporate shareholders:
If a corporate entity is considered as a shareholder, then the following documents have to be produced:
1. Certificate of Registration issued by the Registrar of the jurisdiction where the Company is registered
2. 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
3. Authorized Person Resolution passed by the director(s) of the shareholding company that includes the following:
• Authorization to hold shares in the proposed Singapore Company
• Appointment of an Authorized Person to sign the Singapore Company formation documents on behalf of the shareholding company
4. An ownership structure chart that categorizes the Ultimate Beneficial Owners (UBO) of the shareholding company. Identification documents for the key UBOs may be required for KYC due diligence.

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