Company Registration in Singapore

Company Registration in Singapore | Bestar

Singapore Company Registration Guide

Company registration in Singapore is a straightforward process, primarily handled online through the Accounting and Corporate Regulatory Authority (ACRA). The entire procedure can often be completed within a few days. Here's a comprehensive guide to the process and requirements:

1. Choose a Business Structure

The first step is to decide on the type of business entity you want to register. The most common types include:

• Private Limited Company (Pte Ltd): This is the most popular choice. It is a separate legal entity from its owners (shareholders), providing limited liability. This means the shareholders are not personally liable for the company's debts beyond their share capital.

  
  

• Sole Proprietorship: A business owned and run by a single person. The owner and the business are legally the same entity, meaning the owner has unlimited personal liability for all business debts.

  
  

• Partnership: A business with 2 to 20 partners. Similar to a sole proprietorship, the partners have unlimited personal liability.

  
  

• Limited Liability Partnership (LLP): A hybrid structure that combines the limited liability of a company with the flexibility of a partnership. The partners are not personally liable for the debts of the partnership or for the wrongful acts of other partners.

2. Meet the Requirements

Regardless of the business structure, there are specific requirements you must meet. For a Private Limited Company, these include:

• Company Name: The name must be unique and approved by ACRA. You can check for availability on the Bizfile+ portal.

  
  

• Shareholders: A minimum of one shareholder is required. Shareholders can be individuals or corporate entities, and 100% foreign shareholding is permitted. The maximum number of shareholders is 50.

  
  

• Directors: A minimum of one director who is at least 18 years old is required. At least one director must be a "local" resident, meaning a Singapore Citizen, a Permanent Resident, or an EntrePass or Employment Pass holder with a Letter of Consent.

  
  

• Company Secretary: A qualified company secretary must be appointed within six months of incorporation. The secretary must be a natural person who is a resident of Singapore.

  
  

• Registered Address: A physical address in Singapore is mandatory. A P.O. Box is not acceptable.

  
  

• Paid-up Capital: A minimum of S$1 is required.

3. The Registration Process

The entire registration process is conducted online through ACRA's Bizfile+ portal.

• Name Application and Reservation: The first step is to submit an application to reserve your desired company name. This typically costs S$15 and, once approved, reserves the name for 120 days.

  
  

• Prepare Required Documents: You will need to prepare a company constitution (or use the standard model constitution provided by ACRA) and gather the personal details and identification documents of all directors and shareholders.

  
  

• Online Application: Log in to Bizfile+ (with a Singpass or through a corporate service provider) and submit the application for incorporation.

  
  

• Approval and Post-Registration: Once your application is approved, ACRA will issue a Unique Entity Number (UEN), a Certificate of Incorporation, and a Business Profile (Bizfile). These documents are essential for opening a corporate bank account and other business activities.

4. Special Considerations for Foreigners

Foreigners who wish to register a company in Singapore and do not have a Singpass are required to engage the services of a registered filing agent. These can be corporate secretarial firms, law firms, or accounting firms. The agent will handle the entire registration process on your behalf, including providing a nominee director if you do not have a local resident director.

5. Post-Registration Compliance

After successful registration, you must fulfill ongoing compliance requirements, including:

• Appointing a Company Secretary: If not done during registration, you must appoint one within six months.

  
  

• Opening a Corporate Bank Account: This is a crucial step for separating personal and business finances.

  
  

• Annual Filing: Companies must hold an Annual General Meeting (AGM) and file annual returns with ACRA to ensure their information is up to date.

  
  

• Tax Filings: You must file corporate tax returns with the Inland Revenue Authority of Singapore (IRAS).

  
  

• Obtaining Licenses and Permits: Depending on your business activity, you may need to apply for additional licenses or permits from the relevant government authorities.

Fees

The fees for company registration in Singapore can be broken down into two main categories: government fees and professional service fees.

1. Government Fees (Paid to ACRA)

These are the mandatory, non-negotiable fees charged by the Accounting and Corporate Regulatory Authority (ACRA) for the registration process.

• Company Name Application Fee: S$15

  
  

• Company Registration Fee: S$300

  
  

Total Government Fees: S$315

This S$315 is the minimum cost for any company registration in Singapore. It's important to note that this is a one-time fee for the initial setup.

2. Bestar Professional Service Fees (Optional but Highly Recommended)

For most people, especially foreign entrepreneurs, it's necessary to engage a corporate secretarial firm or a registered filing agent. These firms handle the entire process on your behalf and provide services that are legally required. The costs for these services vary depending on the package you choose.

A standard incorporation package for a private limited company includes:

• Filing Agent's Fee: This covers the preparation and submission of all necessary documents to ACRA.

  
  

• Company Secretary Services: Mandatory by law. Our packages include the first year's secretarial services.

  
  

• Registered Office Address: A local address is required, and Bestar offers this as a virtual office address.

  
  

• Nominee Director Services: If all directors are non-residents, a local nominee director is required. This is a significant recurring cost.

  
  

Here is what you can expect to pay for these services in the first year:

• Basic Incorporation Packages: S$500 to S$1,500 (includes the ACRA fees, company secretary, and registered address for the first year).

  
  

• Nominee Director Fee: S$1,800 to S$2,000+ per year. This fee is accompanied by a refundable security deposit.

  
  

• Ongoing Annual Fees: These are recurring costs to maintain your company's compliance.

  
  

  • Annual Return Filing Fee (ACRA): S$60 per year.

  • Company Secretary Annual Fee: S$300 to S$900 per year.

  • Registered Address Annual Fee: S$110 to S$420 per year.

Summary of Costs

Cost Component	Details	Fee (in S$)
One-Time ACRA Fees	Name Application and Registration	315
Professional Service Fees
Incorporation Package	Includes filing, secretary, and registered address for 1st year	500 - 1,500
Nominee Director	If needed for non-residents	1,800 - 2,000+ per year
Ongoing Annual Fees
Annual Return Filing	Mandatory filing with ACRA	60
Company Secretary	To fulfill legal requirement	300 - 900+ per year
Registered Address	To maintain a local address	110 - 420+ per year
Audit Fees	Mandatory for most companies (unless exempt as a "small company")	Starting from 3,000 per year
Tax Filing/Accounting	To prepare and file tax returns	350 - 500+ per filing

Note: The total cost can vary significantly based on your specific needs, such as the number of shareholders, company structure, and the level of service required. 

How Bestar can Help

Engaging a professional service provider, such as Bestar, is a common and often essential practice for company registration in Singapore, especially for foreigners. While the process is designed to be straightforward, Bestar's assistance provides significant benefits that can save you time, money, and legal headaches.

Here’s a breakdown of how Bestar can help:

1. Navigating Legal Requirements and Compliance

Singapore has a business-friendly environment, but it also has strict regulatory frameworks. Bestar is well-versed in the Companies Act and the specific requirements of the Accounting and Corporate Regulatory Authority (ACRA). We ensure that:

• All legal prerequisites are met: This includes ensuring your company has at least one local resident director and a qualified company secretary. For foreign entrepreneurs, we can provide a nominee director and company secretary to fulfill these requirements.

  
  

• Documents are prepared correctly: We will handle the preparation of all required legal documents, including the company constitution, and ensure all forms are filled out accurately to prevent delays or rejection.

  
  

• Compliance is maintained: Beyond the initial registration, we help you stay compliant with ongoing obligations like annual general meetings (AGMs), annual return filings, and financial statement submissions. This is critical to avoid penalties and fines from ACRA.

2. Streamlining the Registration Process

The entire registration process can be completed online through ACRA's Bizfile+ portal. However, Bestar simplifies this by:

• Handling the entire application: We take care of all the paperwork and online submissions, acting as your authorized filing agent.

  
  

• Expediting the process: We have established procedures and expertise that can often get your company registered within a day or two, assuming all documents are in order.

  
  

• Providing a Registered Address: A physical address in Singapore is a requirement. Bestar offers a registered office address service, which is particularly useful for foreign entrepreneurs who do not have a local office yet.

3. Offering Essential Related Services

Bestar provides a "one-stop-shop" for new businesses. Our services extend beyond simple registration to include:

• Corporate Secretarial Services: This is a legal requirement. We manage all secretarial duties, such as maintaining statutory registers, preparing board resolutions, and liaising with ACRA.

  
  

• Accounting and Tax Services: We can handle your company's bookkeeping, preparation of financial statements, and corporate tax filings with the Inland Revenue Authority of Singapore (IRAS).

  
  

• Bank Account Opening Assistance: Many banks require the physical presence of directors and specific documentation. Bestar can guide you through this process and help prepare the necessary documents for a smoother bank account opening.

  
  

• Visa and Immigration Support: For foreigners who plan to relocate to Singapore, Bestar can assist with applications for work passes like the Employment Pass or EntrePass, providing advice and handling the application process with the Ministry of Manpower (MOM).

4. Providing Expert Advice and Guidance

Bestar acts as a business advisor, offering guidance on crucial decisions such as:

• Choosing the Right Business Structure: We can help you determine whether a Private Limited Company, Sole Proprietorship, or another structure is best suited for your business goals, liability concerns, and tax situation.

  
  

• Tax Planning and Incentives: We can advise you on available tax exemptions and reliefs for startups and help you set up your company in a tax-efficient manner.

  
  

• Overall Corporate Governance: We provide insights into corporate governance best practices, helping you lay a solid and compliant foundation for your business from day one.

In summary, while the initial government fees for registration are low, the value Bestar offers lies in our expertise, efficiency, and ability to ensure long-term compliance. For a foreign entrepreneur, this expertise is not just a convenience—it's often a necessity to successfully register and operate a business in Singapore.

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