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Incorporation procedures

Incorporation of a private limited liability company in Singapore

A. Incorporation procedures

1. The Approach

The first step to incorporate a company under the Singapore Companies Act is to apply to the Accounting & Corporate Regulatory Authority (ACRA) for reservation of the proposed company name.

Once the name is approved, it is reserved for two months and ACRA will not allow another person to use the same name. Once a business name has been successfully reserved, it will be necessary to submit certain incorporation documents to ACRA including: -

(a) the company’s Memorandum and Articles of Association;
(b) particulars of a subscriber (who must be a Singapore National or a Singapore Permanent Resident or an expatriate holding a valid Singapore Employment Pass).
To expedite the company’s incorporation, we will use one of our professional staff to be the initial subscriber, without any additional charge for this added service.

2. Incorporation Period

It takes about two days to incorporate a company if the proposed name is unconditionally accepted by ACRA. In case of further query, the decision by ACRA over the reservation of the proposed name for the company may take up to three weeks.

B. Statutory requirements of a private limited liability company in Singapore

1. Paid-up capital

The minimum capital is S$1. For an active company in operation, it is advisable to increase the paid up capital as a pre-requisite to other requirements such as application for work visa, trade permit and opening of bank accounts.

2. Registered office

A Singapore Company must have a registered office in Singapore to receive all communications and notices from the Government and statutory authorities. The registered office may or may not be the place of business. Our office can be used as a “registered office”.

3. Ownership / incorporation

There is no restriction on a Singapore Company being 100% owned by foreigners. The Singapore Companies Act now allows for a single person to incorporate and maintain the company. However the same director and shareholder however must be “ordinarily resident in Singapore” (i.e. a Singapore National or a Singapore Permanent Resident or a person who has been issued an Employment Pass / Approval in Principle letter / Dependent‘s pass).

4. Director / officers

A Singapore company is required to have a minimum of one Singapore resident director at all times. It is also must haves at least one company secretary who must be appointed within six months of the incorporation of the company. Where a director is the sole director of a company, he shall not act or be appointed as the secretary of the company. The company secretary is required to maintain the statutory records and attend to the filing of statutory papers with ACRA.

5. Audited accounts

A Singapore registered company is required under the Companies Act to have its accounts audited annually and approved at the company’s Annual General Meeting which is required to be held annually. An Auditor must be appointed within three months of the incorporation of the company except if it qualifies to be an “exempt private” company on satisfaction of the following general criteria:

• No corporate shareholders and with less than 20 shareholders who are natural persons;
• Annual turnover does not exceed S$5 million ( S$10 million wef 1 July 2015);
• It is not insolvent as at the end of the financial period or financial year.

Where applicable and, on electing for such an exemption, the responsibility to ensure that the company’s accounts are properly prepared is on the Board of Directors.

6. FRS compilation

As a corollary to the above, the unaudited annual accounts of the company has to be compiled according to FRS standards.