Incorporating a company in Singapore can be a complex and time-consuming process, but with the right guidance, it can be made easier. In this article, we will provide a comprehensive guide to the documents and forms required for registration, as well as the steps involved in the process.
Step 1: Choose a Company Name
The first step in incorporating a company in Singapore is to choose a unique and memorable company name. The name must be approved by the Accounting and Corporate Regulatory Authority (ACRA) and must not be similar to an existing company name. You can check the availability of a company name on the ACRA website.
Once you have chosen a company name, you will need to reserve it by submitting an application to ACRA. The application must include the following information:
- Company name
- Business address
- Company type (e.g. private limited company, public company, etc.)
- Authorized share capital
- Number of shares
- Shareholders’ details (name, address, and nationality)
Step 2: Prepare the Memorandum and Articles of Association
The Memorandum and Articles of Association (M&A) are the constitutional documents of a company, outlining its objectives, powers, and rules of governance. The M&A must be prepared in accordance with the Companies Act and must be signed by the subscribers to the M&A.
The M&A must include the following information:
- Company name and registered address
- Objectives of the company
- Powers of the company
- Rules of governance (e.g. meetings, quorum, voting)
- Capital structure (e.g. authorized share capital, number of shares)
The M&A must be signed by the subscribers to the M&A, who must be at least 18 years old and of sound mind. The subscribers must also sign a declaration stating that they are aware of the contents of the M&A and that they intend to subscribe to the M&A.
Step 3: Prepare the Share Certificate
The share certificate is a document that certifies the ownership of shares in a company. The share certificate must be prepared in accordance with the Companies Act and must be signed by the company secretary.
The share certificate must include the following information:
- Company name and registered address
- Shareholder’s name and address
- Number of shares held
- Class of shares (e.g. ordinary shares, preference shares)
- Date of issue
The share certificate must be signed by the company secretary and must be stamped with the company seal.
Step 4: Register the Company with ACRA
Once the M&A and share certificate have been prepared, the company must be registered with ACRA. The registration process involves submitting the following documents to ACRA:
- Memorandum and Articles of Association
- Share certificate
- Application for registration
- Payment of registration fee
ACRA will review the documents and verify the information provided. If the documents are in order, ACRA will issue a certificate of incorporation, which is proof that the company has been incorporated.
Step 5: Open a Bank Account
Once the company has been incorporated, it must open a bank account in Singapore. The bank account must be in the name of the company and must be used for all financial transactions.
The company must also obtain a tax registration number from the Inland Revenue Authority of Singapore (IRAS) and register for goods and services tax (GST) if the company’s annual turnover exceeds SGD 1 million.
Conclusion
Incorporating a company in Singapore can be a complex and time-consuming process, but with the right guidance, it can be made easier. By following the steps outlined in this article, you can ensure that your company is incorporated correctly and that you comply with all relevant laws and regulations.
FAQs
Q: What is the minimum number of shareholders required to incorporate a company in Singapore?
A: The minimum number of shareholders required to incorporate a company in Singapore is one.
Q: What is the minimum authorized share capital required to incorporate a company in Singapore?
A: The minimum authorized share capital required to incorporate a company in Singapore is SGD 1.
Q: How long does it take to incorporate a company in Singapore?
A: The incorporation process typically takes 1-2 weeks, but it may take longer if there are any issues with the documents or if additional information is required.
Q: What are the penalties for non-compliance with the Companies Act?
A: The penalties for non-compliance with the Companies Act can include fines, imprisonment, and even the striking off of the company from the register.
Q: Can a foreigner incorporate a company in Singapore?
A: Yes, a foreigner can incorporate a company in Singapore, but they must comply with all relevant laws and regulations, including obtaining the necessary visas and work permits.
Q: What is the tax rate in Singapore?
A: The tax rate in Singapore is 8.5% for companies with an annual turnover of SGD 300,000 or less, and 17% for companies with an annual turnover of more than SGD 300,000.
Q: Can a company in Singapore be dissolved?
A: Yes, a company in Singapore can be dissolved, but it must be done in accordance with the Companies Act and the company’s articles of association.
Q: What is the process for dissolving a company in Singapore?
A: The process for dissolving a company in Singapore involves submitting an application to ACRA, paying any outstanding taxes and fees, and following the procedures outlined in the Companies Act and the company’s articles of association.
