Can a foreign individual or a foreign company be 100% shareholder of a Singapore company?
Yes, Singapore Companies Act allows for 100% ownership of Singapore companies by foreign persons or entities. There are also no restrictions on the type of business activities that a company can engage in. No special approvals are required by foreigners. In other words, there is no difference between a local or a foreign person who wishes to form a Singapore company.
How long does it take to incorporate a Singapore company?
The actual incorporation of a company can be accomplished in a matter of few hours as the whole process is computerized. However, the overall process can take anywhere from one day to few days depending on the following factors:
- Name reservation. Before a company can be incorporated, its name has to be reserved first. Assuming there are no objections to the name being proposed, the name reservation process can be accomplished in less than an hour. However, if the name conflicts with an existing name or if the proposed name contains some sensitive words that may require a review by relevant authorities, the name approval process can get delayed to few days or weeks.
- Signing of incorporation documents. If you are in Singapore, this is a quick and easy process. However if you are located overseas, the logistics involved in signing and sending the signed documents can take few days.
Does a Singapore company require a local resident director?
Yes, a Singapore company is required to have at least one local resident director. In order to qualify as locally resident, the person must be:
- Singapore citizen; or
- Singapore permanent resident; or
- Employment Pass holder (the Employment Pass should be from the same company for which he/she wants to act as a director); or
- Entrepreneur Pass holder (the Entrepreneur Pass must be from the same company for which he/she wants to act as a director)
A director must be a natural person and above 18 years old. Corporate directors are not permitted. There are a number of different ways you can satisfy the local resident director requirement:
- If you plan to relocate to Singapore to run your company, you will need to apply for a work visa of type (employment pass or entrepass) under your new entity. Once your work visa is approved, you can act as the local resident director.
- If you have a local partner or know a trustworthy person in Singapore who is willing to act as the local director, your problem is solved.
- Alternatively, most foreigner entrepreneurs and businesses that setup a Singapore company without relocating to Singapore, use our nominee local director service. Our nominee director service does not require any shareholding in the company and does not get involved in the company operations or banking matters. For further information on our nominee director service, see Janus Services FAQs.
Do I need to visit Singapore to incorporate a company?
No, you are not required to visit Singapore to incorporate a company. We can work with you via emails and document couriering in order to get the necessary work done. However for the bank account opening, a visit to Singapore might be a good idea. Almost all banks require an interview with the stakeholders and the process can go a lot smoother if there is a face-to-face meeting between you and the bank officer. For most banks, we are able to arrange the meeting at our own office. If however you are not able to visit Singapore, the bank will conduct a phone interview and the due-diligence process can take longer.
What are the paidup capital requirements for Singapore companies?
Minimum paidup capital requirement for a Singapore company is $1. The paidup capital can be in listed in Singapore Dollar or any other major currency, although Singapore Dollar is the preferred currency of choice as a matter of convenience. The concept of authorized capital has been abolished in Singapore. Whatever capital you list is treated as paidup capital and you will be required to inject this amount into the company. Paidup capital of the company can be freely utilized towards company's business expenses. There is no requirement that this money must be locked in the bank account for any specific period of time.
How much paidup capital should I list for our Singapore company?
How much paidup capital you should have for your company depends more on your business plans than anything else. Having a higher paidup capital will add credibility to your company when you are dealing with your suppliers, banks, etc. If you plan to apply for work passes for foreign staff, a higher paidup capital will be looked more favorably by Ministry of Manpower. There may also be specific paidup capital requirements for certain business licenses such as travel agency license, recruitment agency license, financial services license, etc.
If you want to list a paidup capital higher than the minimum S$100, you have two options:
Option 1:List a higher paidup capital at the time of incorporation
Keep in mind that whatever paidup capital amount you list, will need to be deposited into the company's bank account. Since we will be acting as company secretary for your company, we carry certain fiduciary responsibilities in this matter and have to ensure that the necessary paidup capital is in fact inject into the company. Therefore if you wish to list a paidup capital higher than S$100 at the time of incorporation, we will require you to deposit that money with us first. Once your company bank account is open, we will transfer the paidup capital amount into your company's bank account.
Option 2: Increase paidup capital after registration of the company
Under this option, you can increase the paidup capital anytime after registration of the company. In this case, the process is as below:
- Incorporate the company with minimum share capital
- Open corporate bank account
- Inject funds into bank account
- Prepare documents for increase of share capital
- File documents for share capital increase with authorities
We will then prepare and file the necessary paperwork with Company Registrar to reflect the revised paidup capital of the company. Note that a fee will apply for for additional work that has to be undertaken for items 4 & 5.
Most of our clients prefer Option 1 because it does not cost extra and is faster. Your paid-up capital amount is deposited into a separate 'Client Deposits' account with us and transferred immediately to your corporate bank account once it's open. This service is provided by Janus for the sole benefit of clients only. If you are incorporating with us and need to list a higher paidup capital, let us know which option is preferred by you.
Are details of directors and shareholders public information in Singapore?
Yes, directors and shareholders information is public information in Singapore. It's listed in the company's business profile extract available for purchase from Registrar of Companies. If for certain privacy reasons you would like to stay anonymous, please contact us for a further discussion.
What are the minimum requirements for registration of a Singapore company?
Any individual or business entity (local or foreign) may incorporate a Singapore company subject to the following basic requirements:
- Must have at least one shareholder. The shareholder can be a local or a foreign person. Bearer shares are not allowed.
- Must have at least one local resident director. A director must be a natural person and above 18 years of age.
- The shareholder and the director can be the same person.
- Must have a minimum paid-up capital of S$1.
- Must have a local registered address (P.O. Box not allowed).
- Must have a qualified company secretary.
- A name approval is required prior to company registration.
Is company name approval required prior to incorporation of the company?
The first step in Singapore company registration process involves reserving the desired name for the company. A company cannot be registered until the name has been approved first. If the name does not conflict with an existing name and it does not contain any sensitive or offensive words, the approval process is very quick and happens in less than an hour.
Once you have engaged our incorporation service, we will immediately file the name approval application for your company prior to preparing the incorporation documents. After the name approval application has been filed, Company Registrar normally will inform of the application outcome within one hour. There are three possible outcomes as listed below:
Outcome 1 - Name is Approved
If name is approved, this is good news and we will proceed to next steps of incorporating the company.
Outcome 2: Name is Referred
What does "name is referred" mean? It means that the name application has been referred to a relevant government authority for review and approval. This typically happens when the company name contains one or more words that could imply a specific type of business activity which is a regulated business activity in Singapore. Examples include "financial", "bank", "school", "media", "publishing", etc.
When the name is referred, the review and approval process may take 1-2 weeks. At this stage, you may decide to wait for the outcome or apply for a different name instead.
Outcome 3: Name is Rejected
If the name is found to be similar/identical to an existing name or containing non-desirable keyword(s), the name will be rejected by the Company Registrar. If the name is rejected, there are two available options:
- If there is a solid reason why the name should be approved, an appeal can be submitted to authorities by providing proper justification. The name appeal make take 3-5 days for processing.
- Submit another name for approval
What are the different types of business entities in Singapore?
The common types of business entities for commercial purposes are: private limited company, limited liability partnership, and sole proprietorship. Among them a private limited company is by far the most common and preferred business entity type. This topic is covered extensively in types of business entities in Singapore.
What is the minimum age requirement for directors and shareholders of a Singapore company?
Directors and shareholders of a Singapore company must be at least 18 years of age.
Can I use my home as the place of business for my company?
Home-owners are allowed to conduct small-scale businesses in their homes under Home Office Scheme. This scheme applies to both private and Housing and Development Board ("HDB") properties. Eligible home-owners must seek prior written approval from HDB or the Urban Development Authority (as the case may be) to use their homes for home office use.
Do foreigners need a Singapore partner to form a company?
Singapore company laws allow a foreigner to own 100% of a Singapore company. Therefore you do not require a local partner.
As a foreigner, can I relocate to Singapore to operate my Singapore company?
Yes, it is possible to relocate to Singapore to operate your business under Entrepreneur Pass or Employment Pass work pass schemes. Note that the work pass application is subject to approval by authorities.
If you do not plan to relocate to Singapore, you can still incorporate and operate your Singapore company from overseas and visit Singapore as and when necessary. You are not required to apply for any resident visa in such a case.
Can a Singapore company hire foreign employees?
Yes, Singapore companies can hire foreign staff subject to their work pass application approval. There are different categories of work passes available, that cater to different categories of employees based on their skills and educational qualifications. Except the Employment Pass category meant for highly qualified professional staff, all other work pass applications under a quota system. The quota system is based on the ratio of local staff vs foreign staff in your company.
What is an Exempt Private Limited Company?
An Exempt Private Company (EPC) in Singapore is defined under Section 4(1) of the Companies Act as a company which has not more than 20 shareholders and its shares are not held by another corporate entity. For further details, see Singapore Exempt Private Limited Company
Is a Singapore company required to file audited accounts?
The company law requires that each company formed in Singapore must file its accounts (audited or unaudited) with the Accounting and Corporate Regulatory Authority of Singapore on an annual basis. A private limited company that qualifies as exempt private company and has an annual turnover less than S$5 million can file unaudited accounts whereas other companies are required to file audited accounts.
Does a Singapore company need to obtain any business licenses before commencing business?
The Accounting and Corporate Regulatory Authority of Singapore (ACRA) controls the registration of business firms and incorporation of companies. However, the nature of the actual business activity could be subjected to control and regulation by other Government authorities. If your business requires a licence, it is mandatory to first acquire the necessary licence or permit before you can actually start business activities. Generally, it may take between 2 weeks to 2 months to get a licence or permit. Note that the business license application can be filed only after the formation of your Singapore entity. Fortunately, few business types require a license in Singapore. For more details, see Singapore business licenses guide.
About GuideMeSingapore.com
GuideMeSingapore.com is the official website of Janus Corporate Solutions Pte Ltd - a leading Singapore-based firm that provides comprehensive range of company registration, accounting, immigration and statutory administration services to business professionals and entities. At Janus, we offer an unmatched combination of experienced team, affordable fees, and service excellence. We look forward to being of service to you in your new venture or ongoing business in Singapore.
