HOW TO REGISTER A COMPANY IN SINGAPORE: A COMPLETE FOUNDER’S GUIDE

Singapore is known as one of the best business-friendly places. It offers low company rates, sound legal protection, and direct access to the rapidly growing markets of Southeast Asia.

Nevertheless, there is more to submitting paperwork when starting a company in Singapore. You must select the proper structure and ensure compliance once it is launched. The following is a practical and progressive checklist that will take you through it easily.

Select the best business structure

The majority of entrepreneurs opt to use a Private Limited Company (Pte Ltd) when it comes to company incorporation in Asia. It is its own legal entity, makes you personally liable, and can receive tax breaks and startup grants.

The alternatives are:

• Sole Proprietorship: Simple to organize, but no legal protection for you as an individual. It does not separate personal and business liability. So, as an owner, you will be personally liable for any debts.
• Partnership: This is whereby 2 or 20 partners share profits and responsibilities, but partners are individually liable for the actions of each other.
• Limited Liability Partnership (LLP): Suitable in cases of joint venture or professional cooperation, though not very scalable. It has limited liability protection for partners. This means none of the partners is liable for the misdoing or financial obligations of the others.
• Branch Office (foreign companies): A subsidiary of a foreign parent company, which is permitted to operate in Singapore. It is not a separate legal entity, so it transfers liability to the parent company.
• Representative Office (market research): This is a temporary arrangement that allows foreign businesses to research the Singapore market. They are not allowed to conduct commercial or profit-making operations.

Pte Ltd is ideal when you are thinking of taking investment or recruiting employees. Here are some of its benefits:

1. It has a separate legal identity: A company is legally independent of those who own it, and is able to own and use assets, take and bring legal action, and can endure regardless of changes in ownership.
2. Shareholder limited liability: Shareholder liability is limited to the value of the investment. Thus, personal assets remain shielded against debts or litigation by the company.
3. Fundraising and growth: A Pte Ltd can grow and raise capital by issuing shares to its investors easily, as opposed to other forms of business.
4. Increased credibility with clients and partners: Registered companies are trusted and considered to be more professional. Thus, they find it easier to secure contracts, partners, and bank accounts with clients.

A business structurecan significantly impact your liability, tax obligations, and growth potential. A corporate secretarial company like Ouzhouconsulting can help assess your objectives and suggest the most suitable structure for your specific needs.

Meet the minimum requirements

Before you register your business in Singapore, you need to fulfill a few essential requirements. These will make your business legal in all aspects, and you will successfully incorporate your business with the Accounting and Corporate Regulatory Authority.

Registration of a Private Limited Company in Singapore changes will require:

1. One shareholder (it can be an individual or an organization). No more than 50 shareholders, though.
2. One or more resident directors (must be a Singapore citizen, PR, or somebody holding the right visa).
3. Company secretary (should be appointed within 6 months of incorporation).
4. A local registered address (not P.O. Box).
5. S$1 paid-up capital. This is the amount the shareholders have invested in the company.
6. Your company’s primary and secondary business activities. This should be based on Singapore’s Standard Industrial Classification (SSIC) Code.

As a foreign founder, you can be a non-resident, but you cannot be a non-local director. Thankfully, you can either appoint a nominee or utilize a local director service, which is prevalent and legitimate.

Select a name of the company and register with ACRA

After meeting the above requirements, you will need to book your Company name via the Singapore online company registration site called BizFile, which is operated by ACRA (Accounting and Corporate Regulatory Authority). Ensure that your name:

1. Isn't used already
2. Does not violate trademarks
3. Doesn't use restricted words such as bank or finance unless authorized.

You have to pay an incorporation fee of S$315. This includes name reservation and registration. Once this has been approved, you will be able to start with registration, which will normally take 1-3 working days, provided that all the documents are in place.

If you are a foreigner, you are required to appoint a registered filing agent to do the processing. It could be a corporate secretarial company or a law company.

Open a corporate bank account

Once you have incorporated your company, you will want to open a local business bank account. The majority of the banks in Singapore (such as DBS, OCBC, and UOB) need:

1. Company registration documents
2. Proof of local address
3. Company Business Profile
4. Director and shareholder identity documents
5. Decision of the board to open the account.

Foreigners can also use online banks such as Aspire, Airwallex, or Wise. Keep in mind that not all banks offer online meetings. So it's essential to check beforehand when opening an account remotely. This step can be simplified through a local contact or a consulting firm.

Step 5: Maintain compliance

After getting started, you will have to:

1. Submit annual returns to ACRA
2. Make unaudited financial statements
3. Keep appropriate accounting entries
4. Assign a corporate secretary
5. If revenues are more than S$1 million every year, register as GST.

Compliance (even ignored in an unintentional way) can result in a fine or blacklisting. It is the reason why numerous founders collaborate with service providers who manage accounting, secretarial, and filing tasks in the background.

Summing up

Setting up a company in Singapore is one of the most seamless operations in Asia. However, it needs some planning and local knowledge. Many entrepreneurs, particularly foreigners, prefer to engage a corporate service provider. Such firms deal with:

1. Name registration and filing with ACRA
2. Drafting company constitutions
3. Local nominee director services
4. Registered office address
5. Company secretary
6. Ongoing forms of compliance, e.g., annual, AGM filing, etc.

This will keep you on the right side of the law.