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Finally, you have reached the final stage, and the most important stage of starting your business – that is actually registering your company. After so much hard work and planning, it’s time to get the ball rolling. The registration process is simple and takes around 15 minutes to complete. All you need to do is go to BizFile, ACRA’s online platform, and log in using your SingPass to register a new business. But wait, before you jump onto Bizfile, ensure you have all the required information and documents readily available. Below are the steps to register your company if you are a local resident of Singapore:

Pre-Incorporation:

Company Name

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.

Company Structure

While submitting your company name application, you also need to 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. Read more about choosing the appropriate business structure in Singapore.

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 our free tool: Business Activity Code (SSIC) Search.

Company’s Constitution

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

Company’s Directors

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.

Company’s Shareholders

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. 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.

Company Secretary

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. A sole director and shareholder can not be designated as the company secretary. And also, a company secretary should be appointed within six months after the company is registered. Read more about the roles and responsibilities of a company secretary.

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 should 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. A residential address can also be used in specific types of businesses as a registered office address. Looking for a registered office address in Singapore? Check out HeySara’s registered office address services.

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. 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
  • Memorandum and Articles of Association (MAA) in the standard format provided by ACRA.
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 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. 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. Check out how to get your special UEN (SUN).

Post Incorporation

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.

Auditor

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:

Open a Corporate Bank Account

Every company needs to open a corporate bank account for seamless financial transactions. There are a number of local and international banks in Singapore where you can open your account. The process is very straightforward for a company incorporated in Singapore and owned by citizens or permanent residents. You just need to submit the application online, and your account is opened almost instantly. 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 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. Read more on 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.
Find out more on how to choose a financial year-end date for your company in Singapore.

Maintain Company Registers

After a company is incorporated, it needs to maintain a register of all its key appointments, like,
  • CEOs,
  • Directors,
  • Company Secretaries,
  • Shareholders,
  • Auditors,
  • 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.

Trademark Registration

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.  

Check Out The Incorporation Package For Locals

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