How to Register a Business in Singapore

Want to know how to register a business in Singapore? This step-by-step guide will show you how you can register a business in Singapore more easily.

Whether you are a local entrepreneur or an international business seeking to expand into Singapore, understanding the business registration process is essential. This guide provides an overview of setting up a business in Singapore, covering legal requirements, necessary documents, associated costs, typical registration timelines, and important considerations for foreigners. Our goal is to help you start your business in Singapore with confidence.

The Importance of Registering Your Business

Registering your company is a critical first step in establishing your business in Singapore, as well as in any other country. Here's why:

• Legal recognition and protection - Registering your company makes it a legal entity in Singapore, granting it and its employees the rights and protections under Singaporean law.

• Establishing credibility and trust - Legal recognition by the Singaporean government demonstrates to customers and stakeholders that your business is legitimate and trustworthy. This credibility can lead to greater opportunities for building relationships and business growth.

• Access to benefits and incentives - Singapore is consistently ranked among the top business environments globally. Company registration in Singapore here provides access to benefits such as attractive tax rates, generous government support programs for new businesses, and streamlined regulations in areas like Intellectual Property and Banking.

Types of Business Structures

Before incorporating your business, you need to decide on the type of business structure you want to establish. This decision will influence several aspects of your company registration, including the required paperwork, personal liabilities, legal responsibilities, and tax obligations.

The business structures you can register in Singapore are:

SOLE PROPRIETORSHIP

• Sole Proprietorship: This is the simplest form of business, owned and operated by a single individual. The owner has full control over all aspects of the business and is personally liable for all its debts and losses.

PARTNERSHIPS

• Partnership: Also known as a "General Partnership," this type of business is formed by 2 to 20 partners, all of whom share responsibility for the company's losses and liabilities. If the number of partners exceeds 20, the partnership must be registered as a company under the Companies Act, Chapter 50.

• Limited Partnership (LP): This structure consists of at least two types of partners: a "general partner" who is responsible for the LP's actions and is liable for all debts and obligations, and a "limited partner" who is only liable for debts and obligations up to their agreed contribution and is not involved in the management of the LP.

• Limited Liability Partnership (LLP): Like an LP, an LLP requires at least two partners. An LLP combines the flexibility of a partnership with the benefits of a corporate entity, such as limited liability. LLPs are often used in professional industries, like accounting, law, and architecture, where multiple professionals wish to establish a joint practice in their field rather than engage in commercial trade.

BUSINESS ENTITIES OR CORPORATIONS

A "corporation" is a legal entity that is separate from its owners. It is owned by shareholders and managed by a board of directors elected by the shareholders.

• Private Limited Company (Pte Ltd): This type of private company has fewer than 50 shareholders. In this structure, "shares" represent ownership, making shareholders part-owners of the company. However, shares cannot be offered or sold to the general public and are instead held by pre-selected individuals. The liability of shareholders is limited to the amount they have invested in shares. A private limited company is the most flexible and scalable business entity, making it the preferred choice for serious entrepreneurs in Singapore.

• Limited Liability Company (LLC): An LLC combines the liability protection of a corporation with the flexibility and tax benefits of a partnership. Governed by the Companies Act, an LLC is recognized as a separate legal entity from its owners. This means the LLC can be sued or take legal actions without personally affecting its shareholders or owners. If an LLC has more than 50 shareholders, it is considered a "public company."

• Public Limited Company: This type of LLC allows shareholders to include members of the general public. A public limited company must have at least 50 shareholders and is subject to stricter regulations due to its ability to raise funds from the public. Typically, public limited companies are listed on the Singapore Stock Exchange.

FOREIGN COMPANY REGISTRATION OPTIONS

• Subsidiary Company: This is a private limited company incorporated in Singapore with the overseas parent company acting as one of its shareholders. A subsidiary company is the most preferred registration option for small and medium-sized foreign businesses in Singapore.

• Singapore Branch Office: A branch office is registered in Singapore as an extension of its overseas parent company, rather than as a separate legal entity. The liabilities of a branch office are extended to the parent company.

Process of Company Registration in Singapore Here are the general steps to register your business, especially as a corporation, in Singapore:

• Select Your Business Structure: Refer to the previous section for details on different business structures.

• Choose a Company Name: Prepare at least three options in case your preferred name is already taken, as identical names cannot be registered. You must also specify your business's primary and secondary activities during the name application process.

• Appoint Directors and Shareholders: Directors must be at least 18 years old and not disqualified from holding directorships in Singapore or elsewhere. You must have at least one local Singaporean resident director. Shareholders can be individuals or legal entities, such as another company. Additionally, you must appoint a Corporate Secretary and an Auditor.

• Have a Singapore Business Address: This is where all communications and notices for your company will be sent, and where company records will be kept. The address must be accessible during regular business hours, but it does not need to be where your business activities are conducted (e.g., factories or stores can be located elsewhere).

• Submit the Registration Application: Prepare the required documents and lodge your application with the Accounting and Corporate Regulatory Authority (ACRA) via their website. ACRA is the national regulator of business entities, public accountants, and corporate service providers under the Singapore Ministry of Finance. Review their website thoroughly for any additional requirements.

• Pay the Registration Fees: The company name application fee is SGD 15.00, and the registration fee starts at SGD 300.00. Additional fees may apply if you hire third-party providers to assist with the registration process.

• Receive Your Certificate of Incorporation: You will receive an email notification if your application is successful.

• Set Up Your Corporate Bank Account: Open a local corporate bank account in Singapore for all business transactions, as personal accounts cannot be used.

How Long Does it Take to Register?

The application process can be completed in a few days if all requirements are submitted promptly and without errors. The online application process through the ACRA website facilitates easy review and submission of necessary documents. However, if the requirements are incomplete or need further investigation, the process may take up to 60 days.

Additional Steps to Consider for Foreigners:

• Foreign individuals or entities cannot self-register their companies in Singapore; you must hire a professional or third-party service to assist with the process.

• If you plan to incorporate a Singapore company but do not intend to move to or live in Singapore, you do not need a specific work visa. You can operate your company from overseas and visit Singapore on a regular travel visa as needed. This policy is part of Singapore’s efforts to attract foreign businesses and investors.

• Even if you are not in Singapore, you must have at least one local Singaporean director in your company.

Legal and Compliance Reminders

After receiving your Certificate of Incorporation, you must adhere to these additional compliance steps:

• Maintain Proper Accounting Records: Ensure your company keeps accurate records for tax calculations and compliance. Failure to maintain proper records can result in penalties, fines, or legal action. Proper accounting records are also essential for securing funding from banks, investors, and other financial sources.

• Annual Filing of Taxes and Other Obligations: Keep detailed financial records and remit taxes to maintain your legal status and benefit from available claims. Taxes support government services, promote fairness, and provide financial benefits for businesses.

• Compliance with the Law: Your responsibilities begin once your registration is approved. Familiarize yourself with local labor and employment laws, as you will need to hire and manage employees for your company.

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