HOW TO INCORPORATE IN SINGAPORE: A STEP-BY-STEP GUIDE

Incorporating a company in Singapore is a streamlined process due to the country’s efficient regulatory framework and its status as a global business hub. However, to understand how to incorporate in Singapore, entrepreneurs must follow several key steps and considerations to ensure successful incorporation. This guide provides a comprehensive overview of the process, from pre-incorporation requirements to post-incorporation formalities.

Preliminary steps before registration - A guide on how to incorporate in Singapore

Before you proceed with the company incorporation procedure in Singapore, it is crucial to finalize certain details, including choosing the right legal structure and reserving a company name.

Step 1: Determine the best entity type for your business

The first step in incorporating a company in Singapore is deciding the most appropriate business structure for your enterprise. Selecting the right legal entity is vital because it impacts your tax obligations, legal liabilities, and operational structure. A Sole Proprietorship is suitable for small businesses with minimal risks and a simple structure, typically owned by a single person. This entity has fewer post-registration compliance requirements and a lower cost of maintenance. However, the sole proprietor bears unlimited personal liability, and the business profits are subject to personal tax rates.

For those seeking to pool resources or share liabilities, a Limited Liability Partnership (LLP) could be the right fit. An LLP allows partners to limit their liability to the amount of their investment, while profits are taxed at the individual partner’s personal tax rate. It’s a beneficial structure if the business involves two or more partners.

The reason why to incorporate in Singapore is its simple procedure

On the other hand, if you're wondering how to incorporate in Singapore, the Private Limited Company (Pte. Ltd.), the Private Limited Company (Pte. Ltd.) is the most common choice for businesses with higher growth potential, significant risks, and long-term plans. however, is the most common choice for businesses with higher growth potential, more significant risks, and long-term plans. It offers limited liability to its shareholders, tax benefits, and enhanced credibility, which can attract investors or financing. However, the compliance costs for a Private Limited Company are higher compared to a Sole Proprietorship or LLP.

Step 2: Name selection and registration

Once you have decided on the entity type, the next exciting step is naming your business. Choose a name that aligns with your business's long-term goals and brand identity. However, it's essential to ensure that the chosen name complies with Singapore’s guidelines. The Accounting and Corporate Regulatory Authority (ACRA) will reject names that are identical to existing registered names, inappropriate, or prohibited by the government. After narrowing down your potential names, check for availability using ACRA’s online portal. It’s advisable to have multiple backup names in case your first choice is not available.

Once you have a list of available names, submit a name reservation application with ACRA. If the proposed name meets the guidelines and doesn’t require approval from additional agencies (such as the Monetary Authority of Singapore for finance-related names), the approval process typically takes one working day. Approved names will be reserved for 60 days, and you can request a further 60-day extension if necessary.

Step 3: Prepare the necessary information and documentation

Before proceeding with the company registration and understanding how to incorporate in Singapore, you will need to gather essential details and documents, including:

An ACRA-approved company name.
A brief description of the business activities.
Personal identification details and residential addresses of at least one resident director.
Information on shareholders (up to 50 shareholders).
A local registered office address in Singapore.
Details of a Company Secretary to be appointed within six months of incorporation.
A minimum paid-up capital of S$1.

Step 4: Official company registration

After gathering the necessary details, you can proceed to register the company. Submit the application, along with the required documents and registration fee, to ACRA. In most cases, the registration is processed and approved within one working day. However, ACRA may request additional information or documentation in some cases.

With G2B, you can streamline your setup process and focus on your core business activities. Our dedicated team is here to help you with all your needs. G2B services provide professional and reliable support, guiding businesses through proper company establishment and annual compliance, opening local/ digital bank accounts, ensuring smooth operations and minimizing legal risks from the outset.

Step 5: Receiving the certificate of incorporation

Once your application is approved, ACRA will send you an email confirmation that serves as the official Certificate of Incorporation. This email contains your company’s registration number and serves as proof of incorporation. While hard copies are not issued, you can request one from ACRA for a fee of S$50 if needed.

How much to incorporate a company in Singapore varies by requirements

Additionally, ACRA will generate a Business Profile for your company, detailing key information such as:

Company name and registration number.
Incorporation date.
Principal activities.
Paid-up capital.
Shareholders, directors, and company secretary details.

The Business Profile can also be requested online for a nominal fee. Understanding how to incorporate in Singapore is essential, as both the Certificate of Incorporation and the Business Profile are crucial documents required for various business transactions.

Steps after successful registration - A guide on how to incorporate a business in Singapore

After successfully completing the incorporation of a new company in Singapore, there are additional steps you must take to ensure full legal compliance and operational readiness.

Step 1: Open a corporate bank account

Opening a corporate bank account is a fundamental step to begin business operations. Singapore, being an international financial center, offers a wide range of banking options, including both local and international banks.

However, most banks require the physical presence of the company’s principals (such as directors or shareholders) to open the account. Due to global regulations like FATCA, AML, and CFT, banks are increasingly stringent with their requirements.

For those unable to be physically present, corporate service providers may assist in facilitating the account-opening process. Generally, the following documents are required:

Completed corporate account-opening forms.
A Board of Directors resolution authorizing the account opening.
Certified true copies of the Certificate of Incorporation and Business Profile.
Personal identification documents of directors, signatories, and beneficial owners.

Step 2: Apply for business licenses (if needed)

Having a Certificate of Incorporation does not automatically entitle you to operate certain types of businesses. Understanding how to incorporate in Singapore is important, as companies involved in sectors such as food and beverage, education, or financial services will need to obtain additional business licenses from relevant authorities. The specific licenses required depend on the industry in which the company operates, so it is essential to check with Singapore’s regulatory agencies to ensure full compliance with licensing requirements.

Step 3: Register for GST (Goods and services tax)

If your company’s projected annual revenue exceeds S$1 million, you must register for Goods and Services Tax (GST) with the Inland Revenue Authority of Singapore (IRAS). GST-registered companies are required to charge this tax on their sales and remit the collected amount to the tax authorities. They are also entitled to claim the GST paid on their business purchases. If your annual revenue is below the S$1 million threshold, GST registration is optional.

Step 4: Ongoing compliance and filing obligations

Incorporating a company is only the beginning of your journey as a business owner in Singapore. The ongoing compliance obligations are crucial to avoid penalties or legal issues. Singapore companies must prepare annual financial statements in accordance with Singapore Financial Reporting Standards (SFRS). Additionally, you need to file your Estimated Chargeable Income (ECI) with IRAS within three months of the end of your company’s financial year.

The company incorporation procedure in Singapore is efficient and straightforward

Other annual compliance requirements include holding an Annual General Meeting (AGM) and filing annual returns with ACRA within one month of the AGM. The AGM must be held once every calendar year. To ensure timely and accurate compliance, many businesses opt to engage the services of a corporate service provider.

Incorporating a company in Singapore is straightforward but requires careful planning and compliance with various regulations. Knowing how to incorporate in Singapore means choosing the right entity type and ensuring ongoing compliance, both of which are crucial for business success. Singapore’s pro-business environment and robust legal framework make it an ideal location for entrepreneurs seeking growth and stability. With G2B, you're not just choosing a consultancy, but choosing a partner who will stand by your side throughout your entrepreneurial journey. Contact G2B today to learn more about how we can help you with your business expansion plan to Singapore!