INVESTIGATE STEPS TO ESTABLISH A BUSINESS IN SINGAPORE

Singapore is recognized as one of the most business-friendly environments in the world, offering entrepreneurs an efficient, transparent, and well-regulated environment to establish their companies. Setting up a company in Singapore involves understanding the essential legal requirements, preparing necessary documents, and submitting them to the relevant authorities.

Key documents and preparations for incorporating a company in Singapore

The first step to establishing a business in Singapore is preparing the necessary documents and understanding the legal requirements. Here are the primary elements to consider before incorporating your company.

Company name

A unique and approved company name is the first essential requirement for incorporating a business in Singapore. The name must meet certain criteria to avoid delays in the approval process:

  • Uniqueness: The name must be distinct and not similar to any existing company name.
  • Not trademarked: Ensure that the name does not infringe on any existing trademarks.
  • Not offensive: The name should not contain any vulgar or obscene language.
  • Not reserved: Confirm that the name is not already reserved by another entity.

Once you’ve selected a name that meets these criteria, it must be approved by the Accounting and Corporate Regulatory Authority (ACRA) before the incorporation process can proceed.

Key personnel: director and company secretary

For company incorporation in Singapore, it’s essential to appoint key personnel, specifically a director and a company secretary. Singapore’s legal requirements for these roles ensure that the company is managed and administered effectively.

Director requirements:

  • Singapore resident: At least one director must be a Singapore resident, which includes citizens, permanent residents, or holders of an EntrePass or Employment Pass.
  • Age: The director must be at least 18 years old.
  • Legal capacity: The director must be fully qualified and have legal capacity to act on behalf of the company.

Many foreign entrepreneurs appoint a nominee director, an individual who acts as a director on paper to satisfy the Singapore residency requirement. This allows foreign business owners to remain compliant with local regulations while focusing on business growth.

Company secretary:

  • Singapore resident: The company secretary must also be a Singapore resident.
  • Neutral individual: The company secretary cannot be the sole director of the company.

The company secretary is responsible for managing the company’s administrative tasks, such as maintaining statutory registers and preparing meeting minutes. While it is not necessary to appoint a company secretary immediately, the position must be filled within six months of incorporation, or the company may face penalties.

Share capital and shareholders

In Singapore, establishing a company requires meeting the minimum share capital requirement, as well as appointing shareholders.

Share capital:

  • Minimum requirement: The minimum share capital required to incorporate a company in Singapore is only SGD 1.
  • Post-incorporation changes: Business owners can increase the share capital after incorporation if needed for expansion or other business purposes.

Shareholders:

  • Number of shareholders: A Singapore private limited company can have a minimum of one and a maximum of 50 shareholders.
  • Foreign ownership: Singapore allows 100% foreign ownership, meaning that foreign entrepreneurs can fully own and control their businesses without requiring local partners.

Shareholders play a crucial role in the company’s governance, and their rights and responsibilities are clearly outlined in the company’s constitution.

Registered office address

Every company in Singapore is required to have a registered office address, where official communications and legal notices can be sent. The registered address must meet the following requirements:

  • Public accessibility: The office must be accessible to the public for at least three hours during business days.
  • Location: The registered address must be located in Singapore.
  • Not necessarily a place of operation: The registered address can be different from the actual business operation site. For example, under the Home Office Scheme, businesses can use residential addresses as registered offices, provided they meet certain conditions.

Constitution of the company

The company’s constitution is a vital legal document that defines the rules and regulations governing the company. It outlines the rights and responsibilities of key personnel, including directors, shareholders, and the company secretary.

  • Submission: A copy of the constitution, signed by all shareholders, must be submitted during the incorporation process.
  • Legal framework: The constitution provides the framework for how the company will operate, including the powers of directors and the procedures for handling shares.

Submitting documents and finalizing incorporation

Once all required documents are prepared and ready, they should be submitted to the Accounting and Corporate Regulatory Authority (ACRA). Upon receiving the documents, ACRA will issue two essential documents:

  • e-Certificate of incorporation: This official document confirms the registration of the company in Singapore.
  • Business profile: This document provides key information about the company, including the corporate structure and registered address.

Once these documents are issued, the company is officially registered and can legally begin business operations in Singapore.

Considering establishing a limited company in Singapore? Let G2B be your trusted partner, guiding you through every stage of the Incorporation process in Singapore with reliability and dedication. Contact G2B today to achieve your goal of expanding your business to Singapore!

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