BoardRoom’s company incorporation services
The incorporation requirements and post-incorporation obligations for Singapore entities differ depending on the type of company you choose to establish, as do the associated costs.
Our company incorporation team in Singapore provides tailored advice to ensure your decisions align with your short- and long-term business objectives. They will assist you through each step of the incorporation process.
To help you choose the right type of company to establish, we begin by assessing:
- Your wider group structure and operating model
- The locations of your existing entities
- The tax structures of any other countries you operate in
- What you wish to achieve in Singapore
We then review the regulatory implications of your existing entities and render advice from a tax efficiency and compliance perspective. Depending on your goals, you might choose to form a trading company or an investment holding company.
Our team also provides specialist tax advice at this stage. For example:
- Branches may be able to align their financial year end with their parent company for ease of preparation of consolidated financial statements
- Companies may enjoy a three-year tax exemption of 75% up to $100,000, plus a further 50% on excess earnings, pursuant to the Start-Up Tax Exemption Scheme
In this phase, we work closely with you to complete the incorporation process, ensuring you meet all statutory requirements relating to company registration in Singapore.
We can help you:
- Select a unique business name, reserve the name with the Accounting and Corporate Regulatory Authority (ACRA) and handle the appeal process if your name is rejected;
- Nominate a local resident director (BoardRoom provides nominee director services to help fulfil this requirement);
- Establish a registered address (if you do not yet have a local office space, BoardRoom can provide one);
- Prepare incorporation documents;
- Complete the Know Your Customer (KYC) documents.
When you have provided the necessary information and have fully satisfied all eligibility requirements for the incorporation of a company in Singapore, the company incorporation approval process usually takes about 1–5 business days.
Once the company registration is complete, we help you perform a range of administrative tasks to ensure your regulatory obligations are met.
We can help you:
- Engage a resident company secretary (discover our company secretarial services)
- Appoint auditors
- Issue share certificates
- Apply for employment, dependent and professional employment passes
BoardRoom can also assist with strike off applications and members’ voluntary liquidation should you decide to exit Singapore. In Singapore, any capital gains you make through your divestment will not be subject to tax.
Frequently Asked Questions (FAQs)
1. How do I set up a company in Singapore?
There are several steps that need to be followed when setting up a company in Singapore:
1.Choose a company name and decide what type of company you want to establish. Options include an exempt private company, a private company limited by shares, a public company limited by shares, a public company limited by guarantee, an unlimited private company, an unlimited exempt private company, or an unlimited public company.
2.Determine your company name. Ensure your chosen name is unique, unreserved, and does not infringe on any trademarks. It should comply with ACRA’s naming guidelines and should not be obscene or misleading.
3.Collect the following essential documents for the company incorporation procedure:
- Identification documents for shareholders and directors
- Proof of residential address for directors residing in Singapore
- A proof of registered office address in Singapore
- Description of the company’s business nature
- Memorandum & Articles of Association (for foreign companies)
4.Foreigners are required to engage a registered filing agent, such as a law firm or corporate secretarial firm like BoardRoom, to submit the application on their behalf.
5.Submit the application and supporting documents through the BizFile+ portal. The application is usually approved within a day.
6.After the application, you should appoint a company secretary who is a natural person and resides in Singapore within six months of incorporation.
7.Open a corporate bank account to manage the company’s finances.
More details about company incorporation in Singapore can be found here. For the processes of setting up a branch office, representative office, and other forms of business entities, such as sole-proprietorship and partnership, you can refer to the official website of ACRA for further information.
Setting up a company can be lengthy, but with the help of BoardRoom, it becomes much quicker, convenient, and seamless. Contact us should you have any queries or require assistance or advisory services for company registration and incorporation in Singapore.
2. What do I need to decide on before incorporating a company in Singapore?
Company incorporation and business registration in Singapore can be relatively straightforward. However, the degree of complexity will largely depend on your company’s structure and intention.
You will need to make decisions on the following prior to the actual incorporation process:
- Company Name
- Type of Business Activity
- Appointing Directors, Company Secretary and Other Key Personnel
- Share Structure
- Registered Office Address
- Company Constitution
- Financial Year End
For these reasons and more, many companies choose to outsource their company registration to a firm like BoardRoom.
3. How much does it cost to open a company in Singapore?
The basic company registration fee in Singapore is $300. However, several other charges must be paid and noted prior to completing the set-up process. A full list of company-related fees can be found here.
To ensure a fuss-free company setup process, BoardRoom is committed to walking you through the incorporation procedure from start to finish so that you can hit the ground running when your application is approved by Singapore’s Accounting and Corporate Regulatory Authority (ACRA).
4. What are the requirements to register or incorporate a company in Singapore?
Singapore’s company incorporation process consists of six key requirements.
- The business must have between 1 and 50 shareholders. In Singapore, 100% of the company can be owned by foreign shareholders.
- A share capital minimum of $1 is needed to set up a company in Singapore
- Company directors must be named. Directors can be both Singapore citizens and foreigners, but at least one must be a Singapore resident.
- A company secretary must be appointed within six months of the incorporation date.
- A registered address in Singapore must be provided, and it must be where the company keeps all its statutory documents. This means the address provided during the company registration process cannot be a PO box.
- Lastly, a company name that has been pre-approved by the Accounting and Corporate Regulatory Authority (“ACRA”) to be given.
5. How to start a company in Singapore for foreigners?
Foreigners can open a company in Singapore almost as easily as a Singapore resident can, with minor differences. However, foreigners must appoint a local Singaporean director and work closely with a registered filing agent to register their company.
Another challenge is setting it up correctly, especially as a foreigner without any understanding of the tax and legal systems. This is why many foreigners who set up a business in Singapore choose to do so with the help of a corporate secretarial firm like BoardRoom.
6. What are the types of companies in Singapore?
Companies are separate legal entities from their owners, offering limited liability protection. This means that the owner’s personal assets are generally shielded from the company’s debts and liabilities. The following are the various company types available in Singapore:
Company Type | Key Characteristics | Pros | Cons |
Exempt Private Company | Small businesses with up to 20 shareholders, limited liability, simple structure | Easy to set up and manage, low costs, suitable for small-scale operations | Limited growth potential due to shareholder capacity |
Private Company Limited by Shares | Up to 50 shareholders, limited liability, can raise capital | Offers flexibility in ownership structure, can attract investors, suitable for growing businesses | More complex to set up and manage than exempt private companies |
Public Company Limited by Shares | More than 50 shareholders, can offer shares to the public, which requires a prospectus | Can raise significant capital, offers greater public visibility | Complex and expensive to set up and maintain, subject to stricter regulations |
Public Company Limited by Guarantee | Typically used for non-profit organisations, limited liability up to a specified amount | Tax-exempt status, can receive donations | Limited profit-making potential, subject to specific regulations |
Unlimited Private Company | No limit on shareholders, unlimited liability | Offers flexibility in ownership structure, can raise unlimited capital | High risk for shareholders due to unlimited liability |
Unlimited Exempt Private Company | Similar to an unlimited private company but with a maximum of 20 shareholders | Limited liability for shareholders, can raise capital | Limited growth potential due to shareholder capacity |
Unlimited Public Company | More than 50 shareholders, unlimited liability | Can raise unlimited capital, offers flexibility in ownership structure | High risk for shareholders due to unlimited liability |
Branch Office | Representative office of a foreign company, no separate legal entity status, not subject to corporate tax | Low setup costs, can conduct business activities without full incorporation | Limited legal protection, cannot own assets or raise capital locally |
Variable Capital Company (VCC) | Flexible capital structure, no minimum share capital, suitable for investment funds. | Efficient capital management, attractive to investors, tax incentives | Complex setup and regulatory requirements, limited use cases |
7. What are the types of partnerships in Singapore?
Contrary to a company, a partnership is not a separate legal entity from the owners and does not require a formal incorporation process. The owners, or partners, are personally liable for the partnership’s debts and obligations. Here’s the breakdown of different partnership types:
Partnership Type | Key Characteristics | Pros | Cons |
General Partnership | Two or more individuals, unlimited liability for all partners | Easy to set up, shared responsibilities | Unlimited personal liability for all partners, potential conflicts |
Limited Partnership | General partners with unlimited liability, limited partners with limited liability | Offers limited liability for limited partners, can attract investors | A complex structure, requires a partnership agreement |
Limited Liability Partnership (LLP) | Separate legal entity, limited liability for all partners | Limited personal liability, flexible management structure | More complex to set up and manage than general partnerships |
8. Why should you choose BoardRoom as your preferred incorporation service provider?
Company incorporation can be a lengthy and complicated process in Singapore, as there are many steps to take before the procedure is complete. BoardRoom has a team of professional and knowledgeable staff with plenty of experience in helping people set up their businesses in the country.
Get the assistance you need during the incorporation phases while also ensuring every step you take is in accordance with legal and regulatory requirements. BoardRoom is committed to being there with you from start to finish, providing peace of mind and assisting in every way possible during the formation of your company in Singapore.
9. How long does it take to incorporate a company in Singapore?
Incorporating a company in Singapore can be quite efficient. The process typically takes between one to three days if there are no complications. The first step is to reserve the company name with the ACRA, which usually takes less than an hour if the name is unique and not similar to existing company names. However, if the name requires additional approval from certain external authorities, it could take up to a few days. Once the company name is approved, the next step is to prepare the necessary documents and file them with ACRA. After the company is successfully registered, it can take a couple of days to receive the official business profile and incorporation certificate from ACRA.
10. Do I need a company secretary to incorporate a company in Singapore?
A company secretary is not required at the time of incorporation. However, under Singapore’s Companies Act, every company must appoint a qualified company secretary within 6 months of incorporation. Failure to appoint a company secretary within 6 months of incorporation may result in a penalty of up to $1,000 for the directors.
11. What are the ongoing compliance requirements after incorporation?
After incorporation, there are ongoing compliance requirements that companies in Singapore must adhere to, including:
- Appointing a company secretary within six months of incorporation and, if required, appointing auditors within three months.
- Filing annual returns with the Accounting and Corporate Regulatory Authority (ACRA).
- Holding an Annual General Meeting (AGM) within six months of the company’s financial year-end.
- Submitting corporate tax returns to the Inland Revenue Authority of Singapore (IRAS).
- Maintaining proper accounting records and preparing audited or unaudited financial statements.
Failing to meet these obligations can result in fines and penalties.
12. What are the tax benefits of incorporating in Singapore?
Incorporating a company in Singapore offers several tax benefits, making it an attractive destination for businesses. Key tax advantages include a relatively low corporate tax rate, currently at 17%. The Singapore government also offers various incentives and exemptions for start-ups and to promote specific industries and activities. Singapore has an extensive network of Double Taxation Agreements (DTAs) with more than 80 countries, reducing the tax burden on international transactions and avoiding double taxation.
A full-suite corporate services provider with expertise in incorporation, corporate secretarial, and tax advisory can help you navigate these benefits, ensure compliance, and maximise your tax efficiency.
Contact us today to learn more about how we can assist with your Singapore incorporation and tax structuring needs.