Are you worried about whom to contact and how to register a Pte Ltd company in Singapore? Well, there is no cause to worry. Accounting & Corporate Regulatory Authority (ACRA) acts as the Company Registrar. And, the majority of business owners outsource the task to one of the Singapore incorporation services providing firms.
The business owners choose to set up a private limited company (Pte Ltd company) over other types of businesses. A Pte Ltd is a dynamic and scalable business structure. It is a legal, taxable entity in Singapore independent of its shareholders and inspires confidence in its investors and creditors.
Singaporean and foreign business owners are advised to seek professional assistance from incorporation services in Singapore. The process is straightforward. With all the necessary documents in hand, these firms can register your company with ACRA within a short time.
Key Pre-Incorporation Requirements
How to register a private limited company in Singapore is not a puzzle at all. The experts from your incorporation agent will advise you about the documents, process, and the necessary steps.
There is a set of private limited company Singapore requirements that you should be aware of. They are as follows:
At least one shareholder (an individual or a corporate)
At least one resident director
At least one company secretary
Minimum of $1 as initial paid-up share capital
A registered physical office address in Singapore
Documents Required for Singapore Company Registration
The following are the short descriptions of the documents that your services provider needs so as to form a Singapore company for you.
Registered Company Name
Create a list of names for your proposed company and see to it that they reflect your business activities. Your provider will check the availability of these names and register one for your use. It should also be suitable as the web address of your business website.
Description of Business Activities
This document gives a brief description of your business activities. You will need correct Singapore Standard Industrial Classification Code 2010 (SSIC code) to put on the application to register your company. Your services provider will advise you about the proper SSIC code to describe them.
You need a minimum of $1 in initial paid-up capital at the time of . Once formed, the company secretary issues one or more shares to its initial shareholder.
Later, the new company may issue more shares and raise capital for its business activities. The total number of shares multiplied by the nominal value of a share represents company's issued share capital.
The shareholders' agreement is a document that defines the relationship between the shareholders and their rights and obligation. It is a must-have document. You can rely on it to avoid future disputes among shareholders.
It is only proper that the brain behind the company gets the lion's share. However, it means having the controlling rights in the company. It is the only way to protect your interests.
Particulars of Shareholders
An individual or a corporate entity can be the owner or a shareholder by starting a Pte Ltd company in Singapore. The shareholders can be as many as 50.
A shareholder can also act as the director of the company. One of the USP of registering a business in Singapore is that the country allows the foreigners to own 100% shareholding in their company.
Particulars of Directors
A company incorporated in Singapore must appoint at least a local director to direct and manage its affairs. Only a natural person, approved by the government, can be a director of such a company.
The director has to be an ordinary resident in Singapore which includes a Singapore citizen, a permanent resident, an EntrePass, or an Employment Pass holder. The foreign business owners can hire an ordinary resident as the director, or they can get the nominee director services from one of the incorporation services.
Particulars of Company Secretary
The companies incorporated in Singapore must appoint at least one company secretary within the six months of their dates of registration. They are is charged with the corporate governance and statutory compliance of the company.
Only a natural person can be the company secretary. They are expected to have mastered the knowledge and skills required for the job. In most cases, it is sufficient for the private limited companies. However, public limited companies must hire qualified and certified company secretaries.
Registered Local Address
You need to register a local physical address or registered address for your company's office. It cannot be a P.O. Adress. You can use the residential address for this purpose under the Home Office Scheme; though, you must obtain permission from the appropriate authorities like HDB.
The officials from the Singaporean regulating agencies use this address for the official communication with the company. They might also visit the same to check the company incorporation documents, company register folder, etc.
It is must for the Singaporean companies to employ an auditor within the three months from its date of incorporation. However, it is not necessary to do so if the company is exempted from the audit requirements.
M&AA or Model Constitution
The Memorandum specifies the business activities the company may indulge in. The Articles of Association mentions the rules for governing it's internal management. You could use a model constitution prescribed by ACRA. Alternatively, you could use the customized model constitution to suit your business needs.
How to Register a Private Limited Company in Singapore
The authorities have simplified the process for setting up a private limited company in Singapore. There are only two procedures in it; a)Company Name Approval and b)Applying to ACRA to register a company.
Your incorporation agent initiates the process upon receiving the Singapore company registration cost. You also need to pass on all your incorporation-related documents to them.
You have to be careful in what you choose as the name of the proposed company. If it includes terms like 'Bank,''Education,' 'Financial,' 'Casino,' etc., the application gets referred to the higher authorities and may need two months for the approval.
Incorporation Documents that You Receive
After the successful incorporation of your Singapore company, the Company Registrar (ACRA), sends you or the incorporation agent an email.
The ACRA's email contains the soft copy of Incorporation Certificate. It is legitimate in Singapore. It contains the Unique Entity Number (UEN) of the company. Your agent can get its hard copy by paying a small fee to ACRA.
Your agent can also extract the business profile of the company by paying a small fee. This is an important document. It contains the company name, the registration number of the company, date of incorporation, its business activities, paid-up capital, registered address, etc. It also documents information of the company's shareholders, directors, and the company secretary.
After the formation of a company, its company secretary issues share certificates to its shareholders. It is the proof of ownership of company's shares. It shows the number of shares issued to the shareholder.
First Board Resolution
During the first meeting of the board of directors, a pro-term chairman is selected unanimously to conduct the meeting. Once the quorum is determined, the proceedings of the meeting start. Then, the resolution is passed to appoint the shareholders, auditors, and directors of the company official.
Resolution for Opening Corporate Bank Account
A private limited company has an identity independent of its directors and shareholders. It is also a taxable entity in Singapore and needs its own bank account to facilitate its financial transactions. The resolution to open a corporate bank account is passed by the board of directors. It also mentions the signatories to the account in it.
Company Seal and Permits
Your provider of Singapore company incorporation services may assist you in obtaining company seal and stamp. You may feel that you are ready to start your business activities. But, first, check, if you need any business licenses and permits. Ask your services provider to apply and acquire them.
Singapore company incorporation process is a streamlined affair. How to register a Pte Ltd company in Singapore is not at all a challenging issue. The challenge lies ahead in facing the competition in the eye and applying your ingenuity to overcome it.