The Private Limited Company (Pte Ltd) is by far the most popular business structure of entrepreneurs, both local and global, when they register new company in Singapore. Characteristics of a Pte Ltd include:

  • 1-50 shareholders
  • A legal entity that is independent and separate from the people who run it, and therefore, the company’s directors and shareholders are not liable for the company’s losses and debt, and only stand to lose what the amount of share capital invested (limited liability). Their personal assets cannot be seized by any creditor
  • A tax resident eligible for local tax exemptions and incentives (especially newly incorporate Pte Ltd), whose profits are taxed at corporate tax rates and dividends are tax-free
  • Restricted share transfer by the company’s Constitution, which ensures that share transfers are first approved by the Board of Directors, and be first offered to existing shareholders

Register Pte Ltd Company

Minimum Setup Requirements:

  • 1 Shareholder (individual or corporate entity)
  • 1 Local Director
  • 1 Company Secretary
  • Initial paid-up share capital of at least S$1
  • A physical Singapore registered office address

Step 1: Approval for the Intended Company 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 company name by ACRA will be reserved for 60 days from the date of application.

Step 2: Prepare Documents to Submit

  • Reserved company name
  • Brief description of business activities
  • Registered address in Singapore
  • Particulars of shareholders
  • Particulars of directors
  • Particulars of company secretary
  • Foreign Entrepreneurs submit a copy of their passport and proof of overseas residential address
  • Foreign Companies submit Memorandum & Articles of Associations
  • Singapore Residents submit a copy of their Singapore identity card

A Special Note on Local Directors

To register Pte Ltd in Singapore, at least one Local Director, must be appointed, as stipulated in the Companies Act. To qualify as a local director, a person must either be a Singapore citizen or a permanent resident or someone who holds an Employment Pass/Entrepass or a Dependants’ Pass (with permission from MOM). The person must ordinarily reside in Singapore and be at least 18 years of age, not be bankrupt or convicted for any criminal offences.

If no such qualifed person is available to you when you register new company in Singapore, a Nominee Director, who does not get involved with the actual running of the company, can be engaged and appointed to meet the legal requirement.

A Special Note on Company Secretaries

According to Section 171 of Singapore’s Companies Act, a new company is required to appoint a company secretary within 6 months after date of incorporation. A Company Secretary is an important administrative member with a direct influence on the smooth management and operations of a company in Singapore. His or her key roles include:

    • maintaining statutory registers and records
    • planning for shareholder and director meetings
    • lodging and filing documents required by law
    • ensuring all legal obligations are met without delay
    • staying on top of current developments and changes in business regulations
    • liaising between between stakeholders

Professional Company Secretarial Services can also be engaged, if you do not have a suitable or qualified candidate when you first register new company.

 

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