How to set up a Private Company Limited by Shares in Singapore ?

Member of the ASEAN since 1967, Singapore maintains an optimal position within South-East Asia to attract foreign investments. Its entire English legislation makes it very accessible for everyone. Moreover, Singapore offers a secure and stable economic environment which suits perfectly any company project. With low corporate tax and many other conveniences, the Private Company Limited by Shares is the go-to entity form.

Necessary requirements

These requirements are simple.

• First off, one shareholder is requested, can be an individual or a company, but this figure can go up to 50 at most (if beyond then a Public Company Limited by Shares is best suited for your needs). There is no mandatory requirement for the shareholder(s) to be resident in Singapore;
• Regarding the board, you will need to appoint at least one director whom has to reside in Singapore. The local director can be a Singapore citizen, Permanent Resident or holder of Employment Pass or Entrepreneur Pass. Once you have a local director, you can appoint as many directors as you want;
• Appointment of a company secretary within six months from the date of company incorporation is mandatory. The company must designate a natural person who resides in Singapore;
• Your Singapore company’s head office has to be based in Singapore; and
• As for the capital, the minimum issued must be at minimum S$1. The amount to inject would be minimum S$50,000 if you wish to hire foreign employee(s) under your company.

Establishment process

A Private Company Limited by Shares registration is pretty straightforward and efficient. All the directors and shareholders are not required to visit Singapore for the company registration. They can sign all the documents overseas.

First off, you will need to choose a name for your company. This procedure is under the jurisdiction of the Accounting and Corporate Regulatory Authority (“ACRA”).

Next comes the registration part which also occurs with the same institution, the company can be setup fairly quickly within 1 or 2 days. Once the payment is issued, RBA will grant you all your legal documentation, such as the certificate of incorporation and the articles of association of your new incorporated company. From this point, depending on the type of business you wish to pursue, you might have to request a license to the adequate authority.

Your Private Company Limited by Shares is now officially registered.

Post-establishment obligations

Although your company is set-up, it is far from being operational. Please follow the coming steps:

• From now on and pursuant to the Singapore legislation, you are compelled to recruit a local secretary within 6 months;
  This requirement also concerns the designation of an auditor under 3 months;
• Further the registration of your Singapore company, you will be able to open a bank account with your preferred institution.
• There is a plethora of choice, so make sure to select a bank according to your preferences;
• Then comes the Goods & Services Tax (“GST”) registration phase. This stage is compulsory if your company’s revenue is expected to exceed S$1 million a year. The GST registration is under the jurisdiction of the Inland Revenue Authority of Singapore (“IRAS”) and once registered, you have to declare your GST quarterly.

You are now completely done. Make sure to keep proper accounting records, to prepare a balance sheet and profit and loss account annually and to follow the annual filing requirements of ACRA and IRAS.

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