General Information on Incorporation of a Private Limited Company
1.What information is required to incorporate a Singapore company?
Here is a list of required information for incorporation of a Singapore company:-
- Proposed name of company
- NRIC copies of local directors
- Passport copies, proof of foreign address for foreigners
- Work visa copies, proof of Singapore address for foreigners holding a Singapore work visa
- Business activities
- Company registered office address
- Share capital amount
- Split of share capital among shareholders
- Preferred bank to open bank account
- Bank signatory arrangements
2.How long does it take to incorporate a Singapore company?
ACRA usually approves the incorporation lodgement in 1 working day.
3.What does your incorporation service include?
Our incorporation service includes the preparation of consents of secretary and directors, first director meeting resolution, share certificates and director resolution for opening corporate bank account, assistance in deciding your company activities, share capital and financial year end, facilitating the opening of your corporate bank account, informing IRAS of your financial year end, and ACRA lodgement to reserve a company name and incorporate a company. Our incorporation fee includes all disbursements to ACRA.
4.As a foreigner, do I have to visit Singapore to register a company?
No, you will have to send us your passport, proof of residential address, and consent to act as a director duly attested by a lawyer or Notary Public in your country of residence.
5.What is the minimum amount of paid-up capital?
The minimum amount of paid-up capital is $1/-. However, we usually recommend clients to set the minimum amount of paid-up capital as $1,000/- as it would be easier to distribute shares at a later stage if required.
In addition, companies may consider the following in setting the paid-up capital (a) minimum deposit for opening bank current accounts; (b) requirement from landlords; (c) requirements from future customers and suppliers e.g. usually a higher paid-up capital will facilitate better credit terms or higher contract value; and (d) licensing requirements e.g. HDB License, BCA License etc.
It is fairly easy to increase paid-up capital (and comparatively complex and expensive to reduce paid-up capital), so if you are not sure, we recommend to set as $1,000/- first, and then increase at a later stage.
6.Is it compulsory to deposit the paid-up capital and when must it be done?
Yes, it is compulsory to deposit the paid-up capital. For newly-incorporated companies, we recommend for it to be done as soon as the bank account is opened.
7.Can I withdraw the paid-up capital?
Yes, the paid-up capital can be withdrawn but only for company expenses e.g. rental expenses, payments to suppliers and employees.
8.Can we increase the paid-up capital later?
Yes, the paid-up capital can be increased at a later stage. The methods of increasing the paid-up capital include fresh funds injection into the company bank account (most common), payment on behalf of the company to suppliers, conversion of dividends declared or conversion of loan from directors to companies.
9.Can a foreigner or a foreign company own 100% shares in the Singapore company?
Yes, there is no nationality restrictions on shareholders.
10.How many directors are required for incorporating a company in Singapore?
Only one director is required for incorporating a company.
11.Can a foreigner be a director of the company?
Yes. However, there are certain restrictions if the foreigner is currently holding a work visa in Singapore.
12.As an Employment Pass holder, can I be a director of the new company?
Yes, you have to seek approval from your current employer and obtain the Letter of Consent (LOC) from MOM first. MOM will consider your application if the new company is related to the company that you are currently employed under.
13.As Personalised Employment Pass holder, can I be a director of the new company?
Yes, you are required to inform MOM of the change in your employment within 7 days of the incorporation. You are not allowed to own shares of the company.
14.As a S Pass or Work Permit holder, can I be a director of the new company?
No, you are not allowed to be registered as a director.
15.As the foreign director, can I stay in Singapore?
No, being the director of a company does not allow you to work or stay in Singapore beyond the length of the social visit pass granted by ICA.
16.Can all the directors be foreigners?
No, at least one of the directors has to be a Singapore citizen, Singapore PR or Employment Pass holder (in limited circumstances).
17.Do you provide nominee director service and what is included in the service?
Yes, our nominee director service includes signing of standard directors’ resolutions to incorporate the company, set up of bank accounts, apply employment passes and approve annual financial statements. However, we do not act as guarantors for loans and credit facilities.
During the period in which we act as nominee directors, we would require a refundable deposit from the company, to be forfeited in instances where we are unable to contact the foreign directors/shareholders for more than 6 months.
It is important to choose a reliable and trustworthy nominee director who acts in accordance with the directions, instructions and wishes of the Board of directors.
18.Does a Singapore company require a secretary?
Yes, a Singapore company has to be appoint a secretary within 6 months of its incorporation. A single director cannot hold the secretary position. A secretary must be a local resident.
19.What are the duties of a corporate secretary?
The duties of a corporate secretary include updating your registers of directors, members, secretaries and auditors, safe-keeping of your company’s constitution, notice of incorporation, share certificates and consents of directors and secretaries, and informing you of deadlines of Annual General Meeting and Annual Returns.
20.What service is included in the appointment of secretary charge?
This is a one-time charge. This service includes the preparation of consents of secretary and directors, first director meeting resolution, share certificates (if no changes were made since incorporation), assistance in deciding your finanal year end, informing IRAS of your financial year end, and ACRA lodgement to appoint a secretary.
21.What service is included in the annual secretarial fee?
Our service includes updating your registers, safe-keeping of secretarial documents and reminding you of deadlines.
22.What type of corporate secretarial services will require additional charges?
We charge for preparation of Annual General Meeting minutes, filing of Annual Returns, and preparation of Director Resolutions when changes are made to your company and its officers.
Registered Office Address
23.Does the company require a registered office address in Singapore?
Yes, the company requires a registered office address in Singapore so that all communications and notices to the company from the government can be addresssed there.
24.Can I use my Singapore residential address to be the company’s registered office address?
Yes, you may use your residential address as your company’s registered office address. You are required to apply under HDB or URA Home Office Scheme under the condition that your business does not fall under the list of businesses not permitted under the Home Office Scheme.
25.What is the scope of your registered office address service?
Our registered office address can be used as your company’s registered office address in ACRA. You may use our address in your name card or letterhead. Our address cannot be used as the foreign employee’s residential address or address where foreign employee’s services are performed in MOM applications, or as place of business in licensing applications, or the recipient address for big parcels and hampers. We limit our services to mail forwarding via post or email.
Bank Account opening
26.Do I have to visit Singapore for Singapore bank account opening?
Yes, all the banks in Singapore require you to be present.
27.How long does it take to open a bank account?
The bank account can be opened online instantly. It takes 5 working days for your cheque and token to be posted to your mailing address.
28.What assistance do you provide in opening the bank account?
We can arrange for a UOB or OCBC bank officer to meet you in our office or your place of convenience. The corporate bank account opening forms can be filled in prior to the incorporation of the company.