Singapore has a reputation for being one of the easiest places to start a business for decades now. Singapore allows foreigners to be 100% shareholders of their company and move to Singapore on an EntrePass or Employment to work and reside here.
The process for registering the business is as straightforward as for locals. Still, the only difference is that you need to engage a registered filing agency to register your company on Bizfile on your behalf. In addition, these agencies provide a host of other services like company secretary, nominee director, and work pass applications that you can leverage.
Below are the steps to register your company if you are a foreigner:
ACRA should approve your company name prior to incorporation. Unless it’s too unique, remember to act fast and secure your chosen name before someone else does. It must be unique or not identical to an already existing company, follow trademark protocols, and be appropriate. Company names that are identical or too similar to established companies, obscene, and are already reserved will be rejected by ACRA. It’s good to have at least three choices just in case the others don’t pan out.
After you register your company name, it is reserved for you for 120 days from the date of approval. If you don’t register your company within these 120 days, the registered name is released.
While submitting your company name application, you must specify your company structure. There are seven types of companies that can be incorporated in Singapore. Make sure to evaluate each option and finalise the company type based on your business needs. The most common and preferred company type in Singapore is the Private Limited Company.
Foreigners can also transfer their registration to Singapore or open their foreign company’s subsidiary, branch, or representative office in Singapore.
- Subsidiary Company – A subsidiary company is a Singapore registered company wholly owned and operated by a foreign company. It has a separate legal entity from its parent company and can enjoy Singapore corporate tax exemptions. The subsidiary company’s liabilities are also limited to them and don’t fall on to the parent company. They are expected to comply with the statutory and disclosure requirements similar to a local company.
- Branch Office: A branch office is considered an extension of the parent company. It doesn’t have a separate legal entity, and the parent company is liable for all its debts and liabilities. The branch office must file their annual returns in Singapore but doesn’t enjoy the corporate tax benefits as they are treated as a non-resident for tax purposes.
It is also required that the branch appoints at least one authorised representative who is ordinarily a resident in Singapore – a Singapore citizen, a permanent resident, or an employment pass holder.
- Representative Office (RO): A representative office is set up to conduct market research and understand Singapore’s business environment. It’s a way to gauge if the company should have a permanent establishment in Singapore.
To register a representative office, the business must submit an application to Enterprise Singapore. It is a temporary office with no legal status and cannot engage in business activity or trade.
Business Activity Classification
Every business in Singapore must define its business activity while incorporating its business. Make sure to select a Singapore Standard Industrial Classification (SSIC) code that accurately describes your intended business activities. For example, if you plan to start a business that manufactures bread, cakes, and confectionery (excluding frozen bakery products), your SSIC code will be 10712. As the codes are regularly revised to incorporate changes in Singapore’s economy, the emergence of new activities, and international standards, you should refer to the SingStat website for the latest codes.
Use this free tool to check your SSIC code: Business Activity Code (SSIC) Search
While incorporating your company, you also need to submit a legal document stating all the rules and regulations related to your company’s governance, called the Company’s Constitution. The constitution should include the following:
- Company’s name and registered office address
- Business activities and how its operations will be carried out
- Rights and Liabilities of the company directors, shareholders, and company secretary.
- The total amount of share capital and number of shares issued
- The process to manage internal operations like transfer of shares, appointment and resignation of directors and company secretary, and mode of calling for Annual General Meetings or Extraordinary General Meetings.
The company also has the option to adopt a Model Constitution provided in the Companies (Model Constitutions) Regulations 2015 if they don’t wish to make their own constitution.
Also, if there are any changes to the constitution, the company needs to inform ACRA of the same within 14 days after the special resolution is passed in a general meeting. You need to file a “Notice of Resolution” along with a copy of the special resolution and the altered constitution.
Appointing of Company Members
You need to appoint at least one resident director for your company who must be:
- 18 years old and above.
- A Singapore citizen, permanent resident, or a foreigner with an employment pass
However, a non-resident can also be a company director, given that they have the appropriate documents, such as an EntrePass visa, to work in Singapore. There is no limit to the number of resident and non-resident directors you can assign to your company. The only condition is that they must not be bankrupt, have a criminal history of malpractice, fraud, and dishonesty, and be subjected to disqualification under the Companies Act.
As a foreigner who is unable to furnish and appoint a local director for this new company, fret not. At Heysara, we have a panel of Nominee Directors who can be appointed to act as your local director. Depending on your specific needs, we have more professional Nominee Directors who can also act to provide additional business advisory & consultancy to your business. Of course, if you are just looking at a more affordable person to just meet the local director requirement, we can also facilitate the appointment of other 3rd party local individuals who are affiliated with us.
Rest assured that as your nominee director, we do not participate in managing your company’s operations. Neither will we need to have access to your bank accounts.
We merely act as an officer of the company to meet the Company’s Act requirements and obligations.
You can appoint only a Singapore citizen, PR, or EntrePass holder as a nominee director while incorporating your company. After the company is incorporated and a corporate bank account is opened, an Employee Pass (EP) holder can also be appointed as a nominee director. The services of a nominee director would cease once you hire and appoint a local resident director for your company.
By contributing or purchasing shares, a person or a business entity can become shareholders. To be able to incorporate your company in Singapore, you need a minimum of 1 shareholder, while the maximum limit is dependent on the structure of your company.
A corporate shareholder needs to hold at least 51% of the shares of a company for it to be considered as a subsidiary. The controlling or parent company can either be a Singapore or foreign company.
Both directors and shareholders have to disclose their personal information as part of the registration process, with some exceptions as a form of a privacy rule implemented by ACRA. The procurement of false information is handled very strictly by ACRA; therefore, companies are advised to be careful when filling out their applications.
The company secretary assists in the administration of a company. They primarily ensure that directors and shareholders are kept up to date with their statutory obligations. These obligations include the annual filing of audited accounts and the holding of annual general meetings. Company secretaries also help the directors prepare and file all the necessary documents to keep the company compliant with ACRA’s rules and company regulation laws.
Appointing a good and knowledgeable company secretary is vital. While you as a company director or shareholder can become a company secretary, a sole director and shareholder can not be designated as one. At HeySara, we have a team of experienced company secretaries who would ensure your company stays compliant always and you never have to pay any penalties for missing deadlines. You can also perform your service request, sign documents & view your company details on the go through our mobile App.
And don’t forget, you need to appoint a company secretary within six months after the company is registered. So engage HeySara to act as your chartered company secretary and stay on top of everything.
Read more about how to choose a company secretary in Singapore.
Share Capital or Paid-up Capital
When registering your company, a minimum of $1 (or its equivalent in any currency) must be considered a share capital or paid-up capital. This amount can be increased after incorporation.
Registered Office Address in Singapore
Your company office must be in Singapore and not be a P.O. box address. This is because different government bodies will send all important notices and official documents to this address. The company doesn’t need to conduct its operations in this office space, but they are required to keep all the necessary registers at this address. In addition, the office should be open to the public during regular business hours.
For a foreigner, if you think it’s a little too early to invest in an office space or are unsure of where to open one, you can avail the registered office services offered by HeySara. We will manage your mails and notify you of all the government and official correspondence to ensure you never miss out on any important information. You can travel worry-free anytime, anywhere and still manage all your statutory requirements if you use our registered office service.
Check out HeySara’s company incorporation for foreigner package.
Registering Your Business
Once all your documents are in place, you can go ahead and register your company on ACRA. If you are a Singapore resident, you can log in to BizFile using your SingPass and submit all the required information. It’s as simple as that. But to make things even simpler, you can engage HeySara to do the needful.
If you are a foreign resident, you must hire the services of a registered filing agent (e.g., a law firm, accounting firm, or a corporate secretarial firm) to submit the application on their behalf.
Documents to be submitted while incorporating your company:
- Company name registered with ACRA
- A brief description of business activities with the SSIC code
- Details of Singapore registered address of the company
- Particulars of shareholders
- Particulars of directors
- Particulars of company secretary
- A copy of the passport and residential address proof (overseas) for non-local directors and shareholders endorsed by the Notary Public.
- An EntrePass for non-local directors
- Signed Consent to Act as a Director
- Other Know-Your-Client (KYC) information such as a bank reference letter, personal and business profile, etc.
- Foreign Companies who are the shareholders of the company must:
- Submit the Memorandum & Articles of Associations and the certificate of incorporation, and
- Appoint an Authorised Representative from the parent company.
While filling out the application form, you would also be assigned an auto-generated unique entity number (UEN). But if you are looking for an identification number that is customised, you can opt to avail yourself the option of getting a preferred UEN known as Special UEN (SUN) at an added cost. Once the UEN or SUN is assigned, it cannot be changed.
Check out: How to get your Special UEN ((SUN)
You are supposed to use this number to correspond with different government agencies. It should also be added to all the company’s legal documents, letterheads, name cards, invoices, and statements of accounts.
Endorsement by Company Officers
After your company has been incorporated and you receive an approval email from ACRA, the appointed officers are required to endorse their appointments in BizFile+ within 60 days from the date of the email. Otherwise, your application will lapse.
Applying for Relevant Work Visas
You will need an Employment Pass or Entrepreneur Pass if you plan to permanently stay in Singapore and be the local director of your company. But if you don’t plan to move, you don’t need to have a special travel visa. Instead, you can manage your company overseas and travel to Singapore for short-term visits when required.
At least one auditor must be assigned to your company within three months of registration unless your company is exempted from audit requirements.
Licenses and Permits
Some businesses are required to get specific licences and permits prior to starting their operations. Then, depending on the nature of your work, the concerned government body will issue you the required licences and permits. Examples:
- To open a travel agency, you need to get a licence from Singapore Tourism Board (STB).
- To register for a school, you need to get an additional certificate from the Ministry of Education (MOE).
- To start a real estate agency, you need an Estate Agent Licence and Salesperson Registration from Council for Estate Agencies (CEA).
- To provide architectural services, you need a licence from the Board of Architects (BOA).
Open a Corporate Bank Account
Every company needs to open a corporate bank account for seamless financial transactions. There are several local and international banks in Singapore where you can open your account. The application can be submitted online for a company incorporated in Singapore and owned by foreigners, but the verification process might require the foreigner owner(s) to travel to Singapore.
You would need to submit copies of the following documents that are “Certified True” by the company secretary or one of the company directors.
- Bank application forms duly filled and signed by the authorised signatories.
- Certified copies of NRICs and residential address proof of all the local company directors, signatories, and shareholders.
- Certified copies of passport, FIN (if any), and residential address proof (overseas) of all the foreign company directors, signatories, and shareholders.
- A Board of Directors Resolution sanctioning the opening of the account and the signatories for the same.
- A certified copy of the Company’s Business Profile from the Company Register.
- A certified copy of the Company’s Constitution.
- A certified copy of the Company’s Memorandum and Articles of Association (MAA).
Apart from these standard documents, the bank might ask for additional documents for verification depending on a case on case basis.
For foreigners, when filing and signing the paperwork for your corporate bank account, you might need to be physically present in Singapore while opening the account. A lot of banks have now started completing the verification using video conferencing, but some may still require the directors and shareholders to be present in person during the paperwork. Also, some banks allow Notaries to do the work for you.
But if you engage HeySara as your corporate service provider, we can assist you in opening your corporate bank account remotely. You don’t need to travel all the way to Singapore just for this work. We will take care of all the paperwork and other requirements for a smooth process. With us by your side, opening a bank account can’t get any easier.
Read more about how to open a corporate bank account in Singapore.
Choosing the Company’s Financial Year End (FYE)
A company’s financial year-end (FYE) is the final day of its accounting period. The company can choose the FYE based on their preference. The accounting period can be either for 12 months or 52 weeks. The most common choices are 31 March, 30 June, 30 September, or 31 December.
Filing your annual return and holding annual general meetings (AGMs) depends on your company’s FYE. A private limited company must file its returns within seven months and hold its AGM within six months after FYE.
If a company wishes to change their FYE, they can do that for the current or immediate previous financial year by notifying the Registrar. But note, you can’t change it if the statutory deadlines have passed for AGM holding, filing annual returns, or sending financial statements. Also, the company would require the Registrar’s approval if:
- The change would result in a financial year of more than 18 months, or
- The last change was made on or after 31 August 2018 for a financial year ending on or after 31 August 2018, and it is within five years from the end of the previously changed FYE.
Maintain Company Registers
After a company is incorporated, it needs to maintain a register of all its key appointments, like,
- Company Secretaries,
- Controllers are also commonly known as beneficial owners.
Except for the register of members (shareholders) for public companies, all these registers are to be maintained in electronic form with ACRA. You need to update any changes in appointments or particulars of a CEO, director, company secretary, or auditor via BizFile+ within 14 days from the change date. For any shareholders or share capital change, the company should file it via the appropriate share-related transactions on BizFile+.
Also, members of the public can access all these registers except for the Register of Registrable Controllers.
Keep Company’s Information Up-to-date
There is a high possibility that your company’s particulars would change from the time of incorporation. As and when the following changes take place, it’s mandatory for the company director or secretary to update ACRA within 14 days from the date of change by filing the appropriate transaction via BizFile+:
- Change in company address and operating hours.
- Change in business activity.
- Change in particulars of directors, company secretary, CEO, and auditor.
- Cessation of directors, company secretary, CEO, and auditor.
- The new appointment of directors, company secretary, CEO, and auditor.
- Change in particulars of shareholders.
- Allotment of new shares.
- Transfer of shares between shareholders.
A company uses a trademark to show its uniqueness and authenticity. It could be a letter, word, name, signature, numeral, symbol, mark, brand, label, shape, colour, device, an aspect of packaging, or a combination of these. While it’s not mandatory, a company can opt to apply for it under Singapore’s Trade Marks Act if they don’t want anyone else to use it.
You can file your trademark via the Intellectual Property Office of Singapore (IPOS)’s website or mobile app. There are different options you can avail of while applying for the trademarks in Singapore:
- Registering a Trademark in Singapore: The trademark registered in Singapore will be effective and protected only within Singapore.
- Registering a Trademark outside of Singapore: You can register your trademark internationally in the country of your choice individually. As a trademark is protected only within the country’s territories, you can also file a single international application via the Madrid Protocol.
Madrid Protocol allows applicants to enjoy the convenience of obtaining protection for a trademark in 109 contracting countries through one application, in one language, with one set of fees, and in one currency.
- Designating Singapore via Madrid Protocol: If you wish to file for a trademark in Singapore from another country, you can designate Singapore in an international registration or a subsequent designation via the Madrid Protocol.
The entire approval process takes around 12 months if the application does have anything missing or faces any objection. A registered trademark is valid for 10 years and can be further renewed for another 10 years. So you can file for renewal six months before the expiry of the registration.