Singapore Company Registration Frequently Asked Questions
If you’re considering forming a new company in Singapore, you are bound to have questions. At Hawksford we’ll give you the answers and support your business growth.
We have listed out the most frequently asked questions to help you get a head start on forming your business in Singapore.
What type of local registered address is required to open a company in Singapore?
A local registered address is one of the minimum requirements for opening a company in Singapore. The registered address must be a physical address in Singapore i.e a physical location and not just a Post Office Box (PO Box).
Residential addresses can be used as a business address under the Home Office Scheme. However, prior approval from the Housing Development Board (for HDB flats) or Urban Redevelopment Authority (for private properties) must be obtained in order to use residential premises (owned or rented) for home office use.
Do I need to invest S$50,000 for registering my business in Singapore?
Only foreigners who wish to relocate to Singapore under the Singapore Entrepreneur Pass scheme in order to operate their newly setup Singapore company are required to invest a minimum sum of S$50,000 as paid-up capital at the time of company incorporation. Local entrepreneurs (i.e Singapore citizens and Singapore Permanent Residents) and foreign entrepreneurs who are relocating to Singapore under the Singapore Employment Pass scheme do not need to invest S$50,000 in order to register their business in Singapore. The only minimum investment that is mandated by authorities is paid-up capital of S$1 at the time of Singapore company registration.
Who can act as the company secretary for a Singapore company?
In order to act as a company secretary for a Singapore company, the person must be:
- A natural person;
- A Singapore resident (i.e. Singapore citizen, Singapore Permanent Resident, or a foreigner who has been issued with an Employment Pass or Dependent Pass); and
- A person who is knowledgeable about the Singapore Companies Act. (S)he must also possess the requisite experience to fulfill the role of a company secretary.
Note that a person who is the sole-director of the company cannot act as the company secretary. Additionally, a private company is not required to appoint a properly qualified person as a company secretary unless mandated by the Singapore Company Registrar, ACRA. In other words, a Singapore private limited company is not required to appoint a public accountant or a company secretary certified by the Singapore Association of the Institute of Chartered Secretaries and Administrators.
Can a company secretary from another country act as company secretary for a Singapore firm?
A qualified company secretary from another country can act as a company secretary of a Singapore company only if (s)he is a Singapore resident i.e a Singapore Permanent Resident or a Singapore Employment Pass or Dependant Pass holder.
What is paid-up capital?
Paid-up capital is the total amount of capital that has been funded by shareholders. In other words, it refers to the sum of money that a company has received from shareholders who have completely paid for their purchased shares. The minimum paid-up capital requirement for setting up a company in Singapore is S$1.00.
How long must I keep my Singapore company's accounting records?
A Singapore registered company must keep accounting records as well as any other document that can explain the company’s business transactions and ﬁnancial position for a period of at least five years after the completion of the transactions or operations to which they relate.
What are the paid-up capital requirements for Singapore companies?
You can incorporate a company in Singapore with a minimum paid-up capital (also often known as share capital) of S$1 only. However, you must keep the following in mind:
- If you are applying for relocation visa Entrepreneur Pass (EntrePass), the company must have a minimum paid-up capital of S$50,000.
- If you are applying for relocation visa Employment Pass (EP), although there is no official minimum paid-up capital requirement, we recommend a paid-up capital of at least S$50,000 in order to improve chances of EP approval.
- If the company business is a regulated business (e.g. travel agency, recruitment agency, financial services, etc.), the minimum paid-up capital requirements will be dictated by the relevant licensing requirements.
The concept of authorized capital has been abolished in Singapore. The paid-up capital can be listed in Singapore Dollar or any other major currency, although Singapore Dollar is the preferred currency of choice as a matter of convenience. Whatever capital you list is treated as paid-up capital and you will be required to inject this amount into the company. Paid-up capital of the company can be freely utilized towards company's business needs. There is no requirement for this money to be locked in the bank account for any specific period of time.
If you want to list a paid-up capital higher than the minimum S$100, you have two options:
Option 1: List a higher paid-up capital at the time of incorporation
Keep in mind that whatever paid-up capital amount you list, will need to be deposited into the company's bank account. Since we will be acting as your company secretary, we carry certain fiduciary responsibilities in this matter and have to ensure that the necessary paid-up capital is in fact injected into the company. Therefore, if you wish to list a paid-up 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 paid-up capital amount into your company's bank account.
Please note that as a Hawksford Singapore policy, the maximum paid-up capital that we can accept under this option is S$100,000. For paid-up capital higher than S$100,000, you will need to choose option 2.
Option 2: Increase paid-up capital after registration of the company
Under this option, you can increase the paid-up capital any time 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 paid-up 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 Hawksford Singapore for the sole benefit of clients only.
Let us know which option is preferred by you.
What are the guidelines for naming a Singapore 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
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 Hawksford Services FAQs.
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.
What is the min. age requirement for directors & shareholders of a Singapore company?
Directors and shareholders of a Singapore company must be at least 18 years of age.
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 after due diligence clearnace as the whole process is computerized. However, the overall process can take anywhere from one day to few weeks 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.