Pre-Registration
The first step to registering your company is to get approval from the ACRA for the company’s name. The company’s name has to be unique, one that is not identical to an existing business and it must not infringe on any trademarks or have any obscene or vulgar words. In addition, if the company’s name contains words such as “finance”, “legal”, “law”, “broker” or “school”, it will take longer for it to be approved as the name may be referred to another government authority for further approval. Otherwise, it is typically approved by ACRA in less than an hour. Once the name is approved, the company can reserve the name for up to 120 days and may proceed to incorporate the company.
Appointment of Officers
| OFFICERS | REQUIREMENTS |
|---|---|
| Director | - At least 18 years old and of full legal capacity - A Singapore citizen, Singapore Permanent Resident or EntrePass holder - A director may also be Employment Pass (EP) holder, but must first get a Letter of Consent (LOC) from the Ministry of Manpower - Cannot be disqualified from acting as a director of a company e.g. an undischarged bankrupt. |
| Foreigners who wish to Incorporate a Local Company in Singapore | - Engage the services of a registered filing agent (e.g. a law firm, accounting firm or corporate secretarial firm) to submit the online application - Employ a director who meet the requirements described in the above section of Directors. You may reside outside Singapore after setting up your local company. However, if you wish to be present in Singapore to mange the company operations, you must seek approval from Ministry of Manpower (MOM) |
| Auditor | - Every company must appoint an auditor within 3 months of incorporation, unless it is exempted from audit requirements under relevant sections of the Companies Act. |
| Company Secretary (Must be appointed within 6 months from its incorporation date) | - Locally resident in Singapore *The Sole Director of a company and the Company Secretary cannot be the same person |
Particulars of the shareholders, directors, company secretary are needed such as their personal identification details, contact information, and residential address when submitting the application online.
Shareholders and Share Capital
The company must have at least one shareholder, and the minimum issued capital requirement for setting up a company in Singapore is S$1.00. However, there is no minimum paid up capital required. The table below shows the two main types of shares that are typically issued.
| Types of Shares | Definition |
|---|---|
| Ordinary Shares | - Carry voting rights and entitle shareholders to variable rates of dividends |
| Preference Shares | - Has preferential rights over ordinary shares, usually in respect of dividend distributions. The specific rights and benefits of preferential shares are commercial decisions decided by each company. |
Registered Office Address
Subsequently, a local registered office address is required. A registered office stores all of its statutory documents and must be operational and accessible to the public during normal office hours. It does not need to be where the company conducts its activities.
Constitution
The company’s constitution is a legally binding document between everyone involved in the company and it should be drafted before incorporation a company. The constitution can be customised to suit your requirements as long as it does not conflict with the Companies Act and contain the following information:
- Describes key characteristics of the company.
- Contains rules and regulations for its governance.
- Describes how operations of the company will be carried out
- States the rights and responsibilities of the directors, shareholders and company secretary.
For more details or questions regarding the procedures, we advise you to seek professional help or feel free to contact us.