Incorporating Singapore companies can be confusing. This article will guide and provide you with all the basic knowledge that you should know and the cost of incorporating a Singapore company.
There are requirements that business owners must considerbefore proceeding with incorporation. These requirements include:
- Company’s desired name
- The company’s principal activities (the company can select up to a maximum of two)
- Company’s directors
- Company’s shareholders
- Registered office
- Company secretary
- Share capital
- Constitution Documents
If you are to apply to the Company Registrar of Singapore (ACRA), you should also plan the following:
- At least one (1) Shareholder
- A minimum initial Paid-up Capital of S$1
- At least one (1) Company Secretary
- At least one (1) Local or Resident Director
- A local registered address for the company office
What do these requirements mean? Let’s dig into the important ones and find out.
Let’s start with the company’s desired name.
There are a few general guidelines that entrepreneurs ought to consider for the most part see while choosing a name for their company, for example,
- Guaranteeing that there are no words that can be interpreted as obscene or wrong;
- Use of public images, for example, “Merlion”
Some enterprises are regulated due to their business activities. For example, the arrangement of clinical administrations may require endorsement or referral from the overseeing authority or society before they can continue with reservation of the business name.
Choosing the Principal Activity
The second requirement is the principal activities. It is paramount to choose the central activities for any Singapore company enrollment. The company’s primary activities can be selected from the rundown set out in the Singapore Standard Industrial Classification (SSIC). This is called the company’s SSIC code.
Like the company’s selected business name, if the company selects certain business exercises that are directed, the company’s name application might be sent to the pertinent administering body for its cogitation.
Appointing Company’s Directors and Shareholders
The next requirement is the company’s directors and shareholders. Concerning the specifics of directors and shareholders, companies should take note that it is a necessity that at any rate, one director is locally occupant in Singapore. Essentially, the company’s enrolled office ought to likewise be situated in Singapore.
The local director ought to satisfy the endorsed measures that are specified in the Companies’ Act. The local director should;
- be a natural person who is over 18 years with a sound mind (i.e. corporations cannot be a director)
- not be an undischarged bankrupt by a Singapore Court or a foreign court
- is not be an unfit director of an insolvent company
- not a director of a company on grounds of national security or interest
- have not been convicted of any offense involving fraud or dishonesty
- also not been convicted in Singapore of any offense in connection with the formation or management of a corporation
- have not been found guilty of three or more offenses within the last five years concerning the requirements of the Companies Act
- not subject to a disqualification order under section 34, 35, 36 of the Limited Liability Partnerships Act
Usually, the directors and the shareholders should divulge their details as a part of the process of incorporation including residential address. This data are accessible to the general public when they buy the Business Profile (otherwise called Certificate of Incumbency in different locales) from the Accounting and Corporate Regulatory Authority (ACRA). Now, ACRA has introduced a choice to use an alternate address as a need for privacy. Also, this choice is limited concerning the following circumstances.
- The alternate address cannot be a P.O. Box
- Should be in the same jurisdiction as the individual’s residential address
- Individual must still provide his or her residential address to ACRA
Information you enter should be accurate as ACRA takes false information more gravely. You will be barred to use an alternate address for three years if you are found to have provided false information.
Company Registered Address
The next requirement is the registered office. For this, you have to fulfill some criteria like:
- It is open for at least five hours during ordinary business hours on each business day
- It should be a physical office address located in Singapore
- not a P.O. Box
There are numerous options that the companies can select when establishing a registered office in Singapore. These include:
- Renting an office space
- Opting for a virtual office
- Applying for a license to have a home office
Appointing a Company Secretary
A company secretary is another vital requirement. All the companies must appoint a company secretary within six months from the date of incorporation under the Companies’ Act. The duties of the company secretary include;
- assisting the administration of a company
- keeping directors and shareholders well informed of statutory obligations
Note that if a company has only one director, that person cannot be the company secretary.
Preparing the Constitution Documents
The next important requirement is the constitution documents. These are the company’s memorandum and articles of association (M&AA). You should be careful before signing the company’s M&AA as there is a possibility of having complications. The business owners should get help from professionals or should seek legal advice before signing legal documents.
Registering with SingPass
The last requirement is Singpass. A Singpass is an electronic identity that all Singapore residents, while outsiders with qualifying FINs can likewise apply for a Singpass. With the Singpass, a person would then be able to hold up the joining application to ACRA using its electronic gateway known as Bizfile.
In conclusion, these are the most significant prerequisites that business owners have when incorporating a Singapore company. Hope you gained some knowledge and enjoyed reading this article!