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Incorporating a business in Singapore in a few easy steps

Dr Biz • Dec 01, 2020

Incorporating a business in Singapore involves administration like corporate secretarial and appointing shareholders that is, perhaps, less exciting than rolling out your company’s first groundbreaking product or service. It is, however, an essential part of doing business in Singapore and, as we are usually keen to stress here on the Dr Biz blog, not as difficult as it might first seem - especially with the help of a trusted adviser (wink, wink!).

In-fact, Singapore boasts one of the smoothest systems in the world when it comes to incorporating a business, with far fewer barriers to entry than many developed economies. This, combined with the city-state’s reputation for innovation and international collaboration, is one of the leading factors behind Singapore’s ranking as one of the best places in the world to do business. Lucky us!

What’s in a company name?

Incorporating a business in Singapore is a simple, straightforward process. Indeed, once your new company is up and running, you will likely long for the early days of simply filling out a few forms. To get started, you will first need to think about what many entrepreneurs overlook, but then remember as the most difficult and time consuming part of starting their companies: coming up with the name!

For companies in Singapore, it is important to choose a business name that does not use any words or phrases that might be considered vulgar or lewd, or any national symbols, like Merlion, for example. Industries with governing bodies may also require you to get approval first, too. If you want to use the word ‘architects’ for example, you will need approval from the Board of Architects Singapore. You can find a full list of Referral Authorities on the Accounting and Corporate Regulatory Authority (ACRA) website.

Next, you can think about the type of activities that your business undertakes as you can register a maximum of two principal activities with the authorities. You can find a list of Singapore’s Standard Industrial Classifications at SingStat.gov.sg. After this, you will need to make sure that you have enough share capital to open the business. In Singapore, the minimum is just S$1, though typically it will be more than this!

Directors and shareholders

The next step in incorporating a business in Singapore will be to register your company at a local address and then specify at least one company director that is a local or permanent resident here and at least one shareholder. These people will normally be the company founder or founders, however if the firm has larger operations there will perhaps be more. If this is the case for you, you should ensure that everyone is clear on their roles and responsibilities.

The local director must fulfill a number of criteria stipulated in the Companies’ Act in order to qualify for the positions. Namely, they must:

● Be over 18 and of sound mind

● Not be currently bankrupt

● Not be an ‘unfit’ director of an insolvent company or a company recently wound up on grounds of national security

● Not have been convicted of fraud or any offence connected to incorporating a business

● Not been found guilty of three or more offences in the past five years connected to the Companies Act

● Not subject to a disqualification order under section 34, 35, 36 of the Limited Liability Partnerships Act

Foreigners are allowed to register and be directors of a business in Singapore through the EntrePass system, which is for eligible foreign entrepreneurs who want to start and operate a new business in Singapore. Candidates can apply directly to the Ministry of Manpower for an EntrePass, which is valid first for one year with subsequent renewals of two years. Foreign business owners can also simplify this process by appointing a registered filing agent in Singapore such as Dr Biz to help them when incorporating a business.

Corporate Secretarial

The final requirement for incorporating a business in Singapore is that every private limited company must appoint a qualified company secretary within six months of incorporation. If there is only one company director, perhaps the founder, the same person will not be allowed to act as the company secretary as well. Company secretary is a statutory role, which should not be confused with a personal assistant for company directors or executives.

The company secretary must, ordinarily, be a resident in Singapore. The scope of the role is quite broad and includes preparation and maintenance of minutes and resolutions in respect of opening bank accounts as well as recording any changes in the officers and/or shareholders of the company. In addition, the company secretary must:

● Prepare and archive minutes of all annual general meetings

● Prepare and file all statutory annual returns to ACRA

● Take custody of and use of the common seal

● Take custody of and maintain the company's statutory registers, minute books and other statutory records

● Regularly update minute books and statutory registers

● Ensure that the company complies with relevant laws and regulations

At Dr Biz, we provide tailored and comprehensive solutions for our client's business needs. From incorporation to accountancy, tax and payroll, to professional advisory services, we help businesses in Singapore assess potential risks and become more cost effective and efficient.

To find out more, please feel free to contact us.

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