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Singapore company registration, step by step

Company Incorporation Guide

Singapore company registration, step by step

Applicable country/region: SG - Singapore

Published: Updated:
  • Written by our advisory team
  • Singapore rules and requirements
  • Checked against official sources
Most popularSingapore Company Registration (PTE LTD)

Guide overview

Singapore company registration: the decisions in order

Singapore company registration usually means forming a private limited company (Pte Ltd) with the Accounting and Corporate Regulatory Authority (ACRA). The first two decisions concern people and place: who takes the director seat that Singapore law reserves for someone ordinarily resident there, and which Singapore address serves as the registered office. Next comes the company name, which has to be reserved before the company can be registered, then the constitution and the registration itself. The corporate bank account comes last, on the bank's own review. Because the filing needs the reserved name, the resident director and the address, an open question about any of them holds up the filing and everything after it.
Why most founders end up with a Pte Ltd

COMPANY TYPES

Why most founders end up with a Pte Ltd

The private limited company is the form most small business owners in Singapore choose, and for a founder abroad its appeal is that one structure serves quite different plans: an operating start-up, a regional trading business or a holding company for investments in other jurisdictions. The trade-off the panel cannot show concerns capital. Share capital is something a bank weighs when the company applies for its account, so founders usually put in more than the legal minimum to show substance. Keeping the shares private is also the limit of the form: it suits a closely held business, and one that plans to raise money from the public needs a different kind of company.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Singapore PTE LTD Basic Information

Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative

Singapore PTE LTD Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
1-50
Requirements For Directors:
No requirements
Legal Representative Not Mandatory:
Positive
Local Directors Not Mandatory:
Negative
Local Secretaries Not Mandatory:
Positive

Singapore PTE LTD Registered Capital Requirement

Minimum Registered Capital Requirement:
1. The minimum capital is 1 Singapore dollar;
2. The standard registered capital is 1-5 million SGD (it is recommended not to exceed 490,000 SGD, otherwise membership fees will be levied compulsorily).
Capital Injection Not Required:
Positive

REQUIRED DOCUMENTS

Why the identity file exists and how far it reaches

The registration itself records particulars such as names, identification numbers and addresses, so these documents serve a different purpose. Foreign founders reserve the name and register through a corporate service provider. Such providers must be registered with ACRA and meet anti-money-laundering obligations, so they check who they act for, and the bank repeats the exercise when the company opens its account. Each document therefore has to be something a third party can verify, not merely something that is true. Where a shareholder is itself a company, the questions pass through it to the individuals who ultimately own or control it, so the file grows with the length of the ownership chain.
Why the identity file exists and how far it reaches

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:
Passport scan of shareholders and directors and picture of the bearer holding the passport.
Process: Not ApplicableFormat: Scan Copy
Proof of Address:
Shareholder and director address proof: scan of utility bills or bank statements. Translation into English is required, and the documents must clearly indicate the shareholder/director's name, address, and a date not exceeding 3 months.
Process: Not ApplicableFormat: Scan Copy

Other Entities's Required Documents

Passport:
If the company will have only one director (excluding the nominee director), incorporation documents must be signed under a witness (can be anyone other than the director himself). The witness need to provide a scan copy of his/her passport.
Process: Not ApplicableFormat: Scan Copy
What the resident director and address rules require

REQUIREMENTS AND ESTIMATED COST

What the resident director and address rules require

Both requirements fall on the company. The residence test covers one director seat, not every director, and residence here is a matter of status in Singapore, such as citizenship, permanent residence or certain work passes. Employment Pass holders need MOM consent before accepting a role. Registered office addresses must be in Singapore and open to the public during business hours. They need not be where the business operates, so leasing premises is not required. What is commonly misread is timing: the Companies Act keeps both in force for the life of the company, with a registered office from incorporation onwards and no resignation allowed that would leave the company without an ordinarily resident director.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:
CNY 10,000

Requirements

Registered Address: A Singapore address is needed

To register a company in Singapore, a Singapore address is required. If you do not have a Singapore address, you can choose the address hosting service provided by TKEG Expat. This service already includes one year of Singapore Registered Address.
Included: Yes ×1.00
Nominee Director: Singapore residents are needed to serve as company directors

Singapore company registration must have a Singapore resident to serve as a company director. If there is no Singapore resident to serve as the company secretary, the "Nominee Director Service" provided by TKEG Expat is available. This service already includes a one-year company nominee director service.
Included: Yes ×1.00

Estimated Cost

Estimated Cost:
CNY 10,000
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TAX

What the headline rate leaves out for a new company

The headline rate in the panel is not what a young company usually pays on its first profits. A new company that meets the conditions set by the Inland Revenue Authority of Singapore (IRAS) receives the start-up tax exemption on the first SGD 200,000 of chargeable income in each of its first three years of assessment, so the published rate overstates its tax bill. The exemption turns on those conditions rather than on age alone, which is why it should be checked, not assumed. For profit earned outside Singapore, Singapore's network of double taxation agreements is one way of keeping the same income from being taxed twice, so where that profit arises matters as much as the rate.
What the headline rate leaves out for a new company

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
17
CIT Return Due Date:
November 30
CIT Payment Due Date:
Tax assessment notice shall be delivered within one month.
CIT Estimated Payment Due Date:
The estimated income tax assessment must be submitted within three months after the end of the company's fiscal year. The estimated tax should be paid within one month after receiving the assessment notice, or paid in installments according to the installment payment plan.

Withholding Tax (WHT)

Non-Resident Withholding Tax (Dividend/Interest/Royalty):
0/15/10

Value-Added Tax (VAT)

General VAT Rate:
9
Learn More Value-Added Tax (VAT)

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
16.09%
Composite Effective Marginal Tax Rate:
13.15%

Conclusion

After the registration is approved

Once ACRA approves the registration, the company exists, and what follows is a routine rather than a project: accounts kept through the year, annual tax filing and a review of whether GST registration applies. The first practical step is the corporate bank account, and it is where earlier choices are tested, because the bank runs its own identity checks on the people who run and own the company and looks at how it was capitalised. The one thing worth doing at once is to put the company's financial year end, and the filing dates that follow from it, into a calendar that someone actually reads.
Most popularSingapore Company Registration (PTE LTD)
About Singapore
Jurisdiction Overview

About Singapore

Setting up an offshore company in Singapore means that you can operate a straightforward tax-saving company in the stable political environment of Singapore. It can be used for Singapore entrepreneurship immigration application; personal tax planning; and preserving family wealth.

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