No entrepreneur should undertake the task to register new company in Singapore before completing the necessary research and prep work when it comes to feasibility of a business idea, competitors, business plan and budget, among others. As important as all that is, from our many years of experience assisting start-ups and resolving the most common hurdles they face, we wish to also emphasise that no prep work is complete without first learning about the important steps to take before and after the incorporation of a new company in Singapore.

Register Company in Singapore

1.Decide on the business entity of your new company

ACRA has set up a table comparing the 5 business entities permitted in Singapore. Entrepreneurs should gain a good understanding of the legal status, annual legal obligations, taxes, etc, of their preferred business entity before going ahead with registration. Below is an excerpted version:

Sole-Proprietorship Partnership Limited Partnership Limited Liability Partnership Company
Legal Status

Not a separate legal entity

Owner has unlimited liability

Not a separate legal entity

Partners have unlimited liability

Not a separate legal entity

General partner has unlimited liability

A separate legal entity from its partners

Partners have limited liability

A separate legal entity from its members and directors

Members have limited liability

Yearly Statutory Obligations

Yearly renewals (one year or three years)

CPF Medisave Top-Up required for Self-employed Persons before they can renew sole-proprietorship

Yearly renewals (one year or three years)

CPF Medisave Top-Up required for Self-employed Persons before they can renew partnership

Yearly renewals (one year or three years)

CPF Medisave Top-Up required before they can renew LP

Annual declaration of solvency/insolvency must be lodged by one of the managers stating whether the LLP is able or not able to pay its debts during the normal course of business

No statutory requirement for general meetings, directors, company secretary, share allotments etc

Must appoint a company secretary within 6 months of incorporation

Must appoint an auditor within 3 months after incorporation, unless the company is exempt from audit requirements

Annual returns must be filed. Statutory requirements for general meetings, directors, company secretary, share allotments must be complied with

Taxes Profits taxed at owner’ personal income tax rates Profits taxed at partners’ personal income tax rates Profits taxed at partners’ personal income tax rates (if individual)/ corporate tax rate (if corporation) Profits taxed at partners’ personal income tax rates (if individual)/ corporate tax rate (if corporation) Profits taxed at corporate tax rates
Continuity in Law Exists as long as the owner is alive and desires to continue the business Exists subject to partnership agreement Exists subject to partnership agreement The LLP has perpetual succession until wound up or struck off. A company has perpetual succession until wound up or struck off.

For complete details, visit ACRA’s Comparison of Business Entities in Singapore web page.

The Private Limited Company (Pte Ltd) is the business structure preferred by most startups, local and foreign, as it comes with many advantages in terms of financial liability, corporate taxation, scalability and image credibility. For more information, please read Reasons Why Most People Prefer Having a Private Limited Company in Singapore

2. Understand essential regulatory compliance for a private limited company

  • Registered Office: to receive communications and notices from the government addressed to the company; place where the company’s register and records are housed; be operational and accessible to the public during normal office hours.
  • Shareholder: at least One (1) individual or corporate shareholder
  • Director: at least One (1) Singapore-Resident Director, who is above 18, mentally and physically fit, not bankrupted, not disqualified by the authorities.
  • Company Secretary: at least One (1) Company Secretary; position cannot be left vacant for more than 6 months at any one time.
  • Initial paid-up Share Capital: S$1

3. Reserve your company name

Your intended company name must be approved by ACRA before you can proceed with registration proper. Before submitting the name for approval, it is recommended that you conduct a preliminary search for identical or similar names (which ACRA will most likely reject) to save time and expedite your application. Watch this instructional video from ACRA to better understand the process of choosing a business name.

In order for your intended name to be approved swiftly without delay or reassessment, make sure that the name:

  • Is not identical or too similar to any existing local company names
  • Is not already reserved
  • Does not infringe upon a trademark
  • Is not ruled inappropriate (obscene or vulgar or offensive)
  • Is not prohibited by order of the government

An approved name by ACRA is reserved for 60 days (from the date of application). An extension of 60 days is usually granted when a request is filed before the expiry date. You might be required to change your company name (as directed by ACRA) if someone lodges a valid complaint about your name.

4. Explore available grants and support schemes you are eligible for

The Singapore Government has always been supportive of business start-ups and many credit schemes and development funds have been made available to the right candidates, so as to give entrepreneurship, especially small new ventures, a must needed boost. Some examples of such grants include the various Startup SG grants, Workforce and Productivity grants, and International Co-innovation programmes. More details can be found HERE

5. Locate office space

Your staffing needs basically determines that size of your office space. For the first year, consider the number of employees you will need to onboard. If you foresee yourself running basically a one-person-show (with your business partners) for the time being, then perhaps working from home will suffice, especially if you are outsourcing your Company Secretary and Bookkeeping tasks to a corporate services provider. However, if you know you will require in-house staff for both the short and long run, due to the nature and scale of your business, then it is essential that you scout and get estimates for an office space and other relevant expenses, at location that serves your business well, and at a price that is within your annual budget.

6. Prep details to be submitted to ACRA during registration

  • Details of business activities
  • Details of the shareholder(s) and the shares issued
  • Details of the company director(s)
  • Details of company secretary
  • Details of registered office
  • Signed Constitution of the Company

And after you register new company in Singapore successfully and received your Notice of Incorporation ….

1. Immediate tasks to take note of

  • Apply for business licenses and permits your business operation may require
  • Open a business bank account
  • Issue share certificates
  • Set up statutory books & bookkeeping system
  • Register for Goods and Services Tax (GST), if required

5. Ongoing tasks to take note of

Compliance requirements, annual or otherwise, are something a new business owner must begin to pay attention to at the onset of commencing business operation, to keep your new company in good standing, and to avoid messy accounts that you will have to clean up later, or face penalties. Common compliance requirements include:

  • Annual Return filing with ACRA
  • Annual Tax Filing with IRAS
  • Updating ACRA with changes in company structure
  • Director’s disclosure
  • Complying with different regulations related to running a business (Employment, Data Privacy, Financial Reporting Standards, various business licences)

 

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