Company Registration in Singapore

Why choose Singapore to start a Company?

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According to World Bank’s Doing Business 2019 report, Singapore has been consistently recognized as the world’s best place to start a company in the World Bank’s annual survey of 189 economies around the world. In comparison to many other nations that are regarded commercial centres, registering a company in Singapore is easier and faster, since the procedure takes only one day if all of the necessary conditions are met and the application is properly submitted.

Forms of Business registrations in Singapore

Sole Proprietorship

It is a type of business that can be owned and run by an individual, a corporation, or a limited liability partnership. There are no business partners. A sole proprietorship's legal status can be characterised as not being a separate legal entity from the owner of the firm. The owner's culpability is limitless.
Foreigners who are residing overseas and want to register either a sole proprietorship or a partnership must appoint at least one locally resident authorised representative and engage a registered filing agent.

Partnership

It is a business owned by at least 2 partners. An individual, a corporation, or a limited liability partnership can be the partner. A general partnership can have a maximum of 20 partners. However, professional partnerships formed for the purpose of carrying out any profession that may be practised exclusively by professionals may have partners beyond 20.
Same as sole proprietorship, a partnership can be established by foreigners but need to appoint a local resident authorised representative and a registered filing agent.

Limited Partnership

It is a partnership consisting of a minimum of two partners, with at least one general partner and one limited partner. An individual or a corporation may be a general partner or a limited partner of the LP. A general partner is responsible for the actions of the LP and is liable for all debts and obligations of the LP. A limited partner is not liable for debts and obligations of the LP beyond his agreed contribution.
Local manger appointment is required only in case all general partners reside outside Singapore.

Limited Liability Partnership

A Limited Liability Partnership (LLP) is a vehicle for doing business in Singapore. An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company.
A foreigner, who wants to register an LLP in Singapore, is required to appoint a locally resident manager (e.g. Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass). The foreigner can continue to reside outside Singapore.

Company

In Singapore, there are seven different types of corporations that may be formed.
You must indicate the correct company type when submitting your company name application. The following options are available:
  • Exempt private company
  • Private company limited by shares
  • Public company limited by shares
  • Public company limited by guarantee
  • Unlimited private company
  • Unlimited exempt private company
  • Unlimited public company

Private Company

Exempt Private Company

A private limited company which has 20 or less shareholders and whose shareholders does not include any body corporate are classified as Exempt Private Limited Company.
All the shares in an Exempt Private Limited company can be held by foreigners where the one shareholder can constitute a valid Exempt Private Company.

Unlimited Exempt Private Company

A form of “Exempt” private limited company that has not restricted the liability of its shareholders or members.

Unlimited Private Company

These are a hybrid form of Private Limited Company which does not limit the liability of its members or shareholders and can be incorporated either with or without share capital.

Private Company Limited by Shares

A Private Company Limited by Shares is majorly distinct from that of Exempt Private Company in the manner that it may have upto 50 shareholders and Corporations can be shareholders in the Company. These shares are not offered to the Public and neither can be listed on any recognized stock exchange.

Public Company Limited by Shares

A Public limited company can have more than 50 shareholders and may raise capital by offering shares or debentures to the public. The Company can also be listed on a recognized stock exchange and shall be required to register a prospectus with the Monetary Authority of Singapore before making any public offers. These company being limited by shares shall be engaged in commercial activities.

Public Company Limited by Guarantee

It is a Public Company which is regulated to only carry out not-for profit activities such as promoting arts, charity, etc. These have no share capital and liability of members is limited to the amount which they undertake to contribute to the assets of the Company in the event of its winding up.

Unlimited Public Company

These companies are the one that have all the essence of a Public Limited Company with the allowance of Corporation being members in the same.

Directors & Company Secretaries

Every company must have at least one director who is locally resident in Singapore and appoint a Company Secretary in 6 months of its incorporation.

Registered Office

All Companies in Singapore must have a registered office in Singapore. Companies must ensure that their registered office is open and accessible to the public for at least three hours during ordinary business hours on each business day.

Taxation

Your company is a tax resident of Singapore when its control and management is exercised in Singapore. The companies in Singapore are taxed at a flat rate of 17% of its chargeable income. This applies to both local and foreign companies.

Singapore follows a single-tier corporate tax system, where tax paid by a company on its profits is not imputed to the shareholders. Non-residents are subject to Withholding Tax on certain types of income that are deemed to arise in Singapore.

The threshold for the registration requirement under Goods and services Tax is exceeding the taxable supplies of 1 million SGD. It is charged at 8% on the supply of goods and services made in Singapore by a taxable person in the course or furtherance of one's business and on the importation of goods into Singapore.

Difference between Exempt Private Company and Private Limited Company

Basis

Exempt Private Company

Private Limited Company
No of Members
Maximum 20 members
Maximum 50 members
Corporations as
Not allowed any corporate
Corporate and individual
Members
member
members both are allowed
Purpose
These can be established for special professional practitioners

These are to be established specifically for commercial activities.

FAQs

Qu. Are residential Director required for Singapore company?

Ans – Yes, each Singapore company must have a resident director.

Qu. Are company secretary required to be appointed in Singapore company?

Ans – Yes, every company needs to appoint a Company Secretary within 6 months.

Qu. What is the registered office requirements in Singapore?

Ans – Each company must have a local registered office at Singapore.

Qu. What is the minimum capital requirement for Singapore Company?

Ans – A Singapore company can be incorporated with minimum 1SGD.

Qu. Can an Indian register a company in Singapore?

Yes, Indians can register a company in Singapore. The country's business-friendly environment welcomes foreign entrepreneurs from various nationalities, including India, to establish businesses. 

Qu. Can a foreigner register a company in Singapore?

Yes, foreigners can register a company in Singapore. The country has a well-established legal framework that allows non-residents to set up businesses. Foreign individuals or entities can choose from various business structures such as private limited companies, partnerships, or branches. However, foreign individuals must appoint a local resident director who is ordinarily resident in Singapore. 

Qu. Can I register a company in Singapore online?

Yes, it is possible to register a company in Singapore online through the Accounting and Corporate Regulatory Authority (ACRA) website. However, certain requirements like the appointment of a local resident director, may include additional steps that need to be completed offline. Engaging with professional services or a registered filing agent can facilitate the online Company registration process and ensure compliance with all regulatory requirements.

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