How to Open a Company in Singapore

Michael MicheliniBlog, Corporate, Incorporation0 Comments

Singapore’s Economy

Over the years, Singapore has notably made significant strides to be one of the richest nations in the world. Its robust economy made it the most competitive country in South East Asia, as well as internationally. In fact, Singapore ranked top 3 in the IMD World Competitiveness Ranking 2018 and ranked top 4 in the Top 29 richest countries in the world by Business Insider. There are many key drivers to Singapore’s success, one of which is its openness to businesses.
Singapore is the one of the world’s easiest country to do business as per World Bank – it has a very efficient process for incorporating and starting a company. Moreover, it has the most business-friendly regulatory environment and it is significantly tax friendly.

Why you should open a company in SG

  1. Singapore has the most reliable Infrastructure in the world: the country’s economy has a very excellent infrastructure that efficiently connects supply chains and move goods and services both locally and internationally. SG has an amazing transportation, telecommunications and power supplies – these factors significantly drag on productivity and impacts how businesses run.
  2. Low Corporate Tax and Efficient Tax Policies: Singapore’s corporate tax is 17% –  way below the worldwide average corporate tax of 22.96%
  3. Supportive government: The country is pro-business that values entrepreneurs – that is most likely why the World Bank recognized the country as the most business-friendly in the world. Business registration and licensing were made easier that incorporation process only takes as fast as 1 to 6 working days. Singapore’s government has introduced many programs that support entrepreneurs including SMEs Go Digital programme –  which aims to help SMEs use digital technologies, build strong digital capabilities and participate in the Digital Economy and the Double Tax Deduction for Internationalisation (DTDi) which provides 200% tax deduction on eligible expenses for supported market expansion and investment development activities.
  4. The country lies in a strategic location: Singapore is located at the crossroads of international trade routes in the heart of Asia, giving business owners an access to foreign trade, cheap labor, emerging markets, and world’s largest transshipment ports.
  5. Openness to Foreigners: In Singapore, a company can be wholly owned by a foreigner and foreign companies are now allowed to transfer their registration to Singapore under the Companies Act 1967 that came effective last year.

How to Open a Company in Singapore

What you’ll need:

  • Copy of Singapore identity card (for SG residents)
  • Passport and proof of overseas residential address (for non-residents)
  • Employment Pass (EP) or EntrePass (for non-residents)
  • Company name
  • Registered address
  • Company Structure
  • Business activities description
  • 1 Shareholder 
  • 1 Local Director
  • 1 Company Secretary
  • Memorandum and Articles of Association (MAA)
  • SingPass or CorpPass (for logging in at BizFile)

1. Company name application: To get started, you will have to get your company name approved first – this can be done online at the official website of Singapore’s Accounting and Corporate Regulatory Authority or ACRA – the national business accounting regulatory body. Approved name applications are reserved for 120 days. Name application costs $15.

2. Choose a business entity: There are 4 types of business entities you can choose from depending on the business ownership:

  • Business: A business is an unincorporated business entity that can be either Sole Proprietorship or Partnership. Sole-Proprietorship means a business is owned and run by only one person. The individual or the sole proprietor has complete control and absolute say in the running of the business. Partnership means the business is owned and formed by 2 to 20 partners. These owners agree to run the business together while sharing profits and losses.
  • Company: a business entity registered under the Companies Act, Chapter 50. There are 3 types of company:

Exempt Private Company –20 members or less and no corporation holds beneficial interest in the company’s shares
Private Company – 50 members or less
Public Company – can have more than 50 members

A company is basically a legal entity run by association of people – yet being treated as a separate legal personality that is granted the rights to own properties and the right to sue and to be sued in its own name. Because a company is a separate legal entity, its members are not personally liable for the debts and losses of the company. A company composes of at least 1 shareholder, and 1 director that permanently resides in Singapore or an individual that holds an EntrePass from the Ministry of Manpower.

  • Limited Partnership: LP is almost the same as partnership, wherein 2 or more individuals own and run the business. It consists of at least one general partner and at least one limited partner. The general partner basically has unlimited liability – this individual is personally liable for debts and losses of the LP, while the limited partner has limited liability and is not liable for the debts and losses of the business.
  • Limited Liability Partnership: An LLP is a partnership wherein the business is owned and formed by 2 or more partners. Just like a company, an LLP can own properties under its own name and can sue and be sued in its own name. Owners of LLP have limited liability. One of the owners/partners can be personally liable for debts and losses resulting from their own wrongful actions while not affecting the other partners.

3. Business Registration: Once your company name has been approved by the Registrar of Companies, you are now off to register your business – this can be done online at the Bizfile+ website – ACRA’s electronic filing and information retrieval system. To get started, you will be asked to log into Bizfile using your SingPass or CorpPass to submit the online transaction – once logged on, you will be asked to upload required documents and pay name application fee as well as the incorporation fee. Registration or online application may also be done by a registered filing agent such as a law firm, accounting firm or a corporate secretarial firm.

Fees:

Business Type Name Application Fee Registration Fee
§ Sole Proprietorship $15 $100 (1 year) / $160 (3 years)
§ Partnership $15 $100 (1 year) / $160 (3 years)
§ Company $15 $300
§ Limited Liability Partnership $15 $100
§ Limited Partnership $15 $100 (1 year) / $160 (3 years)

The application can be processed in as fast as 15 minutes upon completion of payment. If the application needs to be referred to another regulatory body for approval, process can take up to 2 weeks to 8 weeks. For example, if you plan to start a finance company, you will be referred to

Monetary Authority of Singapore (MAS)

Business License Application

There are certain types of businesses in Singapore that require a business license before it may commence business including the following: retail shop, construction firm, employment agency, trading company, hotel, spa, travel agency, restaurant, shipping business, event management company, real estate agency, publishing business, and academic schools and non-academic schools. The business license can be acquired from its respective referral authorities.

Once you’re done with incorporation, you will receive a Certificate of Incorporation as well as a free Company Business profile from the Company Registrar via email – keep this on file as you will be needing this document to proceed to the next step.

4. Open a Corporate Bank Account: Lastly, you will need a corporate bank account to keep clean and accurate bookkeeping, as well as to keep a clear audit trail.

Below is a list of major banks in Singapore which you can apply.

a. DBS Bank Limited
b. Oversea-Chinese Banking Corporation Limited or OCBC
c. United Overseas Bank
d. Standard Chartered Bank
e. HSBC
f. Citibank

Requirements:

Duly-signed application form in opening Corporate Account
ACRA Business Registration number – this can be found on the free Business Profile issued by ACRA upon registration
Certificate of Incorporation
Company Business Profile
Company’s Memorandum and Articles of Association
Passport (for non-citizen) or Singapore Identity Card (for SG citizen)
Residential Address Proof of the Directors, Signatories, and Ultimate Beneficiary Owners.
A Board of Directors Resolution

Note that requirements vary from bank to bank, some banks like DBS only require your Business Registration number in order to open an account (if the person applying has an existing account with DBS), some banks require more. Above list of requirements is just a guide. Better call your preferred bank before applying to learn more.

If you’re able to register and open a corporate bank account – congratulations! You may now be able to commence business.

Opening a Company in SG as a Non-Resident

Can a foreigner open a company in Singapore? Certainly! First things first, a foreigner can only open a business in the country if he/she holds an Employment Pass (EP) or EntrePass. However, if he/she only intends to open a company in SG but has no intention in relocating to the country – the E-pass won’t really be necessary. He/she will only need to appoint a director who is a local citizen to fulfill the requirement of company registration.

The process is basically almost the same, the only difference is that the person registering the company must be a registered filing agent – it could be someone from the law firm, accounting firm or corporate secretarial firm. Moreover, the branch of a foreign company must have at least one authorized representative who is ordinarily resident in Singapore. (source: ACRA)

Name application and business registration is also done online with BizFile+ using SingPass or CorpPass.

Business Ideas to Start in Singapore

Digital/Modern Services: With today’s technology, almost everything is done online. Digital activities have emerged in the country such as online games, e-commerce, cloud-based software, websites, e-books and interactive and digital media.
Food: Singaporeans are certified foodies. With their busy lifestyle, many Singaporeans tend to prefer eating or dining out.
Home and daycare services: In Singapore, home and day care services is a huge thing – as more women in a family/household enter the workforce, the demand for such service increases.

Singapore is one of the fastest growing economy in the world. With its rich economy, excellent infrastructure, strong government support and business-friendly tax regime – Singapore is truly a great place to start a business with. You only need to figure out which industry you want to invest in and start running the business in no time. However, doing business anywhere is not without some challenges – there would be tough competition, finding the right staff, etc – all business go through such phase so don’t be easily discouraged. You only need courage, tons of patience and right amount of money and you’re good to go  Good luck!

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