14 steps to register a company in Singapore

By requesting CLA Consultants Group to register their Singapore company, our Clients do not have to travel to Singapore to start their company. Our Firm will indeed complete all procedures for incorporation on their behalf.

Please refer to the section below for further details on the steps to setting up a company in Singapore.

Pre-incorporation steps
  1. Consultation phase:
    Prior to starting the Singapore company incorporation process, we discuss our Client’s business goals and requirements for their new entity and plan the optimal structure for the entity to be setup i) fees payable for the engagement; ii) potential licensing requirements and iii) desirable amendments to the model articles and memorandum of association at this stage. Thereafter, Our Client settles CLA Consultants Group’s engagement fee; iv) signs and returns our Client Engagement Letter; v) provides us all the due diligence documents, required by our Compliance Team;
  2. Name reservation: Thereafter, we help our Clients to choose three unique names for the company, listed in their order of preference. The name must be sufficiently dissimilar from other companies already registered in Singapore. As Singaporean law only allows residents to file company names, our Firm makes the name submission on behalf of our Clients. Check the availability of your ideal Singapore company name now;
  3. Ownership structure: CLA Consultants Group advises our Client to keep the Singapore corporate structure simple with one resident director and one foreign director/shareholder. The Client confirms i) details of up to 50 shareholders for the company, including the issued share capital. The minimum required share capital is S$1. Companies and individuals may be shareholders, but companies with corporate shareholders require an annual audit; ii) the share allocation to each shareholder, and the price of each share. Our Clients are required to select their company’s directors, at least one of whom must be resident in Singapore. Corporate directors are not permitted in Singapore. Our Consultants will prepare Form 45 for the signature by our Clients’ preferred directors.
  4. Company secretary: Our Client must appoint a company secretary to manage their company’s statutory administration and annual returns. The company secretary must be in Singapore and may be an individual or a company. Before the appointment is formalized, the preferred company secretary has to sign Form 45B in compliance with Section 173(4A) of the Companies Act. CLA Consultants includes company secretarial services in our standard Singapore incorporation package;
  5. Registered office: In accordance to the Singapore law, our Client is required to file an address with the companies’ registry to which official correspondences can be sent and statutory records can be inspected. The Client may use their own physical space in Singapore or request CLA Consultants Group to provide a virtual office space; this service is also included in our standard service offering;
  6. Company constitution: In January 2016, following the changes to the Companies Act the company constitution replaced the memorandum and articles of association. Our legal team helps our Client draft changes to fit their specific requirements. This document must refer to the company’s i) share capital; ii) registered address; iii) directors; and iv) limited liability. You can find Singapore’s model constitution for private companies online;
  7. Planning phase: CLA Consultants Group takes all the information provided to draft a detailed project plan, mapping out the process in detail from beginning till the end of the engagement, including i) Singapore business incorporation; ii) tax registration; iii) corporate bank account opening; and iv) obtaining applicable licenses, thereby increasing transparency as well as setting Client expectations and minimizing disruption to project completion;
  8. Document preparation: Next, our Singapore Incorporation Team gathers all the documents required to complete the incorporation, assisting our Clients to complete and authenticate all necessary papers and submit them in a timely manner.
  1. Document submission: Upon completion and due receipt of the required documentations, including signed Form 45, Form 45B and Form 29, our Singapore Incorporation Team submits the incorporation package to the Accounting and Corporate Regulatory Authority (ACRA) via the online portal Bizfile;
  2. Incorporation approval: Within 3 days of submission, the business entity will be incorporated. Following Singapore company registration, our Firm immediately emails our Client with the certificate of incorporation and company extract (view sample of a business profile).

  1. Bank account opening: Once incorporated, the Client can apply for a corporate bank account for his business. Our Team helps our Client to prepare a quality business plan for the bank to optimize the probability of corporate bank account approval;
  2. Additional registrations: The company can now register for GST, apply for employee visas and obtain government grants and incentives;
  3. Licensing: Good governance demands that certain business activities require licenses in Singapore. We regularly assist our Clients with navigating the Singaporean regulatory environment and obtaining the necessary licenses;
  4. Registration completion: Following the receipt of all necessary approvals and documents, CLA Consultants Group couriers a full company kit to our Client, including original corporate documents, unopened bank correspondences, and lastly a Client feedback survey to make sure that all the Client expectations were met during the entire engagement period.
  5. After our Client’s Singapore business is setup
  • Appointing a resident company secretary within 6 months (if not already provided by CLA Consultants)
  • Fixing the company’s financial year end (FYE)
  • Appointment of auditors within 3 months- companies requiring compulsory audit are those with annual revenue above S$10m, assets above S$10m or over the number of employees is 50 and above
  • Providing the company secretary with up to date accounting records to enable filing of the Annual Return with ACRA within 6 months of the FYE and the Annual Tax Return by November of the next year
  • Notifying the company secretary of any changes in the corporate structure (directors, shareholders) and beneficial ownership.
How to set up a company in Singapore?

To set up a company in Singapore, the process is as follows:

  • After setting our fees, our Client returns us scans of the KYC documents required from each shareholder, director and beneficial owner;
  • Thereafter, our Firm will email pre-filled incorporation forms to our Client for signature;
  • Upon receipt of the documents, our Firm registers the company, usually within three business days or less. Our Client mails us hard copies of all KYC documents and signed forms over the following month.

We recommend that our Clients set up a company rather than a sole proprietorship, as all qualifying start-up LLCs enjoy tax rebates on profits in the first three years. A 100% tax exemption is possible on the first SG$100,000 and 50% tax exemption on the next SG$200,000. The LLC also limits the owner’s losses in the event that the business fails, since the company’s debts are not attributable to the shareholders. Incorporating a company also simplifies international growth in the event that the business succeeds.

A foreigner can register a company in Singapore by following the below checklist for company registration:

  • Submit a list of three names, in the order of preference, through a Singapore resident to reserve the preferred one;
  • Determine the company structure, including the share allotment;
  • Appoint the directors, where at least one director is resident;
  • Appoint a resident company secretary;
  • Provide a local address for registration;
  • Draft and sign the company constitution and incorporation forms;
  • Submit the documents above to ACRA for their review and company registration approval;
  • Secure the official company registration documents, including Certificate of Incorporation and the company extract, Bizfile;
  • Order a company stamp;
  • Apply for bank account opening;
  • Apply for GST registration and government grants, if required;
  • Apply for specific business licenses, if required.

Singapore is a low-tax jurisdiction with government incentives to benefit foreign entrepreneurs.

Furthermore, it is possible to engage in offshore company incorporation in Singapore, which can be legally 100% tax-exempt.

No. Our Clients will not be required to travel to complete the incorporation process.

To register a company in Singapore for a foreigner, according to the ACRA guidelines, the costs of name application and company registration amount to around SG$315. To this you need to add the costs of ordering the Certificate of Incorporation and the company stamp, which will amount to an additional fee of approximate SG$80. Once the company is registered and depending on the business activity, there will be several banks that will be ready to onboard the company. However, each bank has different deposit and maintenance requirements.

A standard package is offered by CLA Consultants Group for Singapore company registration services without travel. The package is inclusive of everything from company formation, multi-currency corporate bank account opening, resident director services, corporate secretary and local registration address and the government fees.

Yes, a foreigner can set up a private limited company in Singapore easily. In fact, Singapore laws allow 100% foreign ownership of a private limited company. However, there are a few mandatory requirements to fulfil:

  • One resident director in Singapore (the foreign owners can apply for an Entre Pass if they want to be the resident director);
  • A Singapore-based company secretary;
  • A valid local address.

Yes, foreigners can register a sole proprietorship in Singapore, if there is an authorized resident representative of the business. The foreign owner can either appoint a Singapore citizen to be the resident representative, or they can become a resident in Singapore by becoming an Entre Pass holder.

Below is a list of advantages and disadvantages of a limited private company in Singapore.

Advantages

  • Tax incentives and exemptions are available to newly incorporated companies;
  • Profits are taxed at corporate tax rates;
  • Separate legal status of the companies means that the owners are not personally liable for the debts and losses of the company;
  • There is no explicit lifetime of a Pte Ltd and the company does not cease to exist if one or more shareholders die;
  • Ownership of the company is transferrable;
  • Additional owners can be included up to a total of 50 shareholders;
  • Higher likelihood of availing loans from banks.

Disadvantages

  • i) Resident director and ii) company secretary and iii) local address requirement;
  • Directors need to disclose their interests in the company’s shares, contracts, and debentures;
  • High costs of starting and running a new business;
  • Stringent regulations to hire foreign workers;
  • Mandatory compliance with ACRA and IRAS;

The parent company can set up a branch in if it has at least one authorized representative ordinarily resident in Singapore.

  • The first step is to apply for the name of the office – which must be the same as the parent company. The applicable fee is $15;
  • After the name is approved, the next step is to register with ACRA and paying the registration fee of $300;
  • The branch can start operations once it is approved by ACRA.

No, the requirements to register a company in Singapore for a foreigner do not differ from nationality to nationality.

Register your company now!
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For more info on company registration, please contact our expert directly:

Mr. Petar Chakarov
Senior Manager, Sales & Business Development
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