Incorporating a Singapore Company: A 14-Day Timeline and Step-by-Step Guide
Step 1: Research and Plan (Day 1-3)
Before incorporating a company in Singapore, it’s essential to conduct thorough research on the following aspects:
- Industry-specific regulations
- Licenses and permits required
- Type of business structure suitable for the business
- Expected profit and tax obligations
- Available financing options and startup costs
- Major competitors and market trends
Create a comprehensive plan for your business, including details on the type of business you plan to start, the management structure, ownership percentage, and overall goals and objectives.
Step 2: Name Search (Day 3)
Search the Company Name Search portal on the Singapore Academic Research Enterprise and Agency’s website to find the availability of the desired business name. Once satisfied with the availability, make sure to keep a record of the name, as it’s required for company incorporation.
Step 3: Reservation of Name (Day 4)
Upon selecting a desired name, make an application to the Accounting and Corporate Regulatory Authority (ACRA) to reserve the name through their online system, iRegister. You can reserve a name for one of the following types of entities:
- Pte. Ltd. (Private Limited Company)
- Limited liability Partnership (LLP)
- Statutory Board (where applicable)
- Cooperative Societies (where applicable)
The reserved name will remain available for your exclusive use for a period of one month. Failing to file for company incorporation within the prescribed timeframe may result in cancellation of the reservation.
Step 4: Director, Shareholders, and Secretarial Matters (Day 4-5)
Nominate individuals for the position of director(s), shareholder(s), and secretarial matters as per the regulatory requirements. It is essential to understand the different roles and responsibilities in a company. For a typical Pte. Ltd. Company in Singapore:
- A minimum of one director who can be of any nationality or resident status, must be resident in Singapore at the company’s registered office or have his main residence there for at least six months a year
- A maximum of seven shareholders per company are permitted, either corporate or individuals (including non- Singapore citizens or residents)
- Each shareholder will require a copy of their Identification, such as their passport
Prepare for the roles, responsibilities, and liabilities involved for each entity type.
Step 5: Fill and Sign Form 24B (Day 5-6)
After nomination of director, shareholder(s) and preparation for secretarial matters, the proposed director must file and sign form 24B, known as the Memorandum of Article (M1 form) electronically. This will trigger the notification for the registered address and directors. Ensure timely and accurate filling-out of forms for a hassle-free process.
Step 6: File Documents for Incorporation (Day 7-9)
Submit all relevant documents digitally for incorporation with the ACRA portal, along with the form M1:
- Incorporation of a Singapore Pte Ltd (Form INC-I)
- Appointment of Directors
- Issuance of Shares to Directors and/or Shareholders (Share Certificate)
Note the ACRA accepts digital files; ensure a comprehensive and easy-to-read documentation system.
Step 7: Processing and Notification of Incorporation (Day 7-11)
The ACRA will scrutinize the incorporation application and document to ensure the application meets regulatory standards. In a typical processing duration of about four to seven business days, after the acceptance, the newly registered company’s Certificate of Incorporation will be notified to you digitally.
Step 8: Initial Register and Meeting the Statutory Obligations (Day 10-11)
Upon company registration, directors, and/or secretaries need to prepare:
- An Initial Register containing records of Shareholdings
- The minute book documenting minutes of general meeting and the business conducted therein
Companies must conduct at least an Annual General Meeting and file statutory declarations with ACRA.
Step 9: Statutory Records (Day 10-12)
Maintain an accurate set of statutory records that include details about:
- Members/Shareholders, including personal data and the proportion of issued capital held by each
- Directors, their qualifications, appointments, and changes to their position, if applicable
Files must be made available within two working days and be able to provide instant accessibility.
Step 10: Registration of Accounting and Tax Affairs (Day 10-13)
Register the newly incorporated company for accounting and tax purposes through:
- Inland Revenue Authority of Singapore (IRAS)
- Filing an employment pass with the Ministry of Manpower
- Purchase of employer’s liability insurance from a registered insurer
Ensure registration under the tax department and also meet the obligation under the income tax act (section 11F).
Step 11: Annual Compliance and Meetings (After incorporation)
Organize and manage a minimum number of annual statutory compliance and company meeting:
- Hold annual general meeting with resolutions and updates about the business’s performance, shareholders, directors
- Maintain accuracy and proper updates of minutes books, the Company Register and keep records easily accessible
Conclusion
Singapore is considered to be an investor-friendly environment for setting up businesses. Establishing a business takes time, careful planning and timely execution to maintain compliance and integrity. Remembering the significance of the mentioned stages and preparing carefully will avoid mistakes and maintain company integrity and effectiveness.
FAQs
Frequently Asked Questions
Q1: Is a Singapore Pte Ltd required to have a paid-up share capital?
A: No, it is not compulsory to have a paid-up share capital to start a business.
Q2: Can an international company start operations in Singapore without a registered address?
A: No, you must register for a commercial registered address (for example, the address of the company director’s home may be used in conjunction with this rule).
Q3: Will foreign nationals have issues with ownership shares in the new company?
A: Generally no, it’s possible, depending on whether shares are freely transferrable within the specified shares.
Q4: Which bank account needs to be registered as company’s first deposit?
A: Typically any international bank which holds a reputable worldwide reputation has good connections within the Singapore commercial setting.
