Company Incorporation FAQ

The basic requirements and facts are as below:

• Anyone (a local or a foreign person) can register a new Singapore company
• 100% foreign ownership allowed
• Minimum paidup capital of $1 only
• Concept of authorized capital no longer exists
• Minimum of 1 director and 1 shareholder required
• At least one director must be a local resident director (Singapore citizen, permanent resident, or EP/DP holder)
• Must have a local registered address
• Must have a local qualified company secretary

For more details, refer to Singapore company incorporation guide.

Yes, Singapore Companies Act allows 100% foreign shareholding of a Singapore company.

The concept of authorized capital has been abolished and no longer applies for companies incorporated in Singapore.

The minimum amount of paid-up capital to open a Singapore company is $1.

Yes, you can increase the paid-up capital anytime later after the company incorporation.

With recent changes to Singapore Companies Act, a Singapore company can be incorporated with a single director. However note that at least of of the directors must be a local resident director.

Yes, foreign directors are allowed as per Singapore company incorporation laws.

No. At least one of the directors has to be a local resident. A local resident person is defined as a Singapore citizen, permanent resident, employment pass holder or dependent pass holder.

If you are interested in starting a business and relocating to Singapore, you will need to incorporate a Singapore company and apply for Entrepreneur Pass or Employment Pass.

It depends on your plans as follows:

• If you plan to relocate to Singapore as part of incorporating a Singapore company, you can act as the local director once your entrepass/employment pass is approved.
• Alternatively, you can use nominee director service from a professional services company to satisfy the requirement of a local director.
• If you know a local person or if you have a local employee who is willing to act as the local director, you can designate him as the local director.

Yes, after the employment pass has been approved, you can act as the local director for your Singapore company.

In general, a Singapore company can be incorporated in 1 day. The step by step procedure and timeline is as follows:

Although not the norm but exceptions do exist. On rare occasions, the authorities may take more time to approve the company name or to incorporate the company. These delays can be of two types:

• Delay in the name approval. Sometimes Company Registrar can refer the approval of the name to other government agencies and as such the name approval process can get delayed from normal 2 hours to 2 weeks.
• Delay in the company incorporation. Sometimes Company Registrar can delay the company incorporation based on the particulars of the foreign directors and request additional information. Under such cases, the incorporation process can get delayed from normal 2 hours to 2 weeks.

Your service provider will typically require the following documents from you:

For each non-resident shareholder/director:

• A passport copy , residential address proof , and bank reference letter

For each Singapore resident shareholder/director:

• A copy of the Singapore ID
• A copy of the passport if foreign citizen

If the shareholder is a corporate entity:

• Copy of the Certificate of Incorporation of the parent company
• A copy of the document showing the registered address and directors of the parent company

* Please note that you will need to provide officially translated English versions of any documents that are not in English.

Yes, you are free to register a company unless your employment agreement with your employer prohibits you from doing so. However, in order to become an employee of your new company you will have to apply for a new employment pass and upon approval cancel your existing employment pass. You should not be an active director of a company while you are under employment pass of a different company.

The only other officer required to be appointed besides company directors is a company secretary. Each Singapore company is required to have a professionally qualified company secretary. The company secretary must be a local person in Singapore.

All Singapore companies are legally required to maintain a registered address in Singapore.

The current corporate tax rate in Singapore is 17%. However full and partial tax exemptions are available for the first S$300,000 taxable income. For more details, see Singapore Corporate Tax guide.

No, it's not required. Your service provider can send you the incorporation documents overseas for signing. You can sign and courier the documents back to your service provider.

However, you may be required by the bank to visit Singapore for the account opening process. The requirement varies from bank to bank.

A private limited company is defined as a legal entity or structure formed under the authority of Singapore Companies Act, consisting of one or more individuals or corporate entities that become shareholders. The entity's existence is considered separate and distinct from that of its members. Like a real person, a private limited company can enter into contracts, sue and be sued, pay taxes separately from its owners, and do the other things necessary to conduct business.

Company formation can be a somewhat complicated process. You may choose to hire a professional services firm specializing in company formation services.

Some of the advantages of forming a company include:

* Limited Liability. One of the key reasons for forming a private limited company is the limited liability protection provided to its owners. Because a company is considered a separate legal entity, the shareholders have limited liability for the company's debts. The personal assets of shareholders are not at risk for satisfying corporate debts or liabilities.
* Transfer of Ownership. Shares of a company formed under Singapore Companies Act are freely transferable. The existence of a company is not dependent upon who the owners or investors are at any one time. A company continues to exist as a separate entity, and is not terminated or dissolved even when shareholders die or sell their shares. Shares of companies are freely transferable unless shareholders have specific "buy-sell" agreements containing transfer restrictions.
* Taxes. Since a private limited company is a separate legal entity, its taxation is separate from its owners. Owners of a company only pay taxes on corporate profits paid to them in the form of salaries, bonuses, etc. The company pays taxes, at the corporate rate, on any profits.
* Attractive Investment Structure. The built-in stock structure of a company formation makes it attractive to potential investors. It also allows the company to attract talented and key employees by offering them an ownership interest in the form of stock options.
* Perpetual Existence. A company continues to exist until the shareholders decide to dissolve it or merge with another business.