Frequently Asked Questions about Singapore company formation
Along with being one of the world’s top financial centres with wide availability of funding and assistance schemes for start-ups or established companies, the city-state of Singapore is also known for its ease of doing business and pro-business regulatory environment, along with a very attractive corporate tax framework.
Singapore also has comprehensive trade agreements with over 100 regions of the world, excellent connectivity, strategic geographical location, proximity to world’s largest emerging markets including India and China, and robust IP protection.
Apart from the huge tax advantage, and benefits of over 100 comprehensive trade agreements, one of the major advantages of incorporating a private limited company is that it is a separate legal entity and is limited by shares. As a result, shareholders of a Singapore company are not liable for its debts and losses beyond their amount of share capital.
There are five different structures to choose from – Sole-Proprietorship, Partnership, Limited Partnership, and Limited Liability Partnership (LLP), and the most common and flexible business entity – the Private Limited Company. Do note that all companies in Singapore must be registered and abide by the country’s Companies Act.
- at least one shareholder which may be an individual or a corporate entity
- one resident director (either a Singapore citizen, permanent resident, Employment Pass holder or a Dependant Pass holder)
- one resident company secretary
- initial paid-up share capital of at least S$1, or equivalent in any currency
- a physical Singapore office address, and cannot be a PO Box
- Exempt private company (EPC): – If the number of shareholders are 20 or less, and there are no corporate shareholders
- Private Limited:- If the shareholders are more than 20 but less than 50.
- Public company:- If the number of shareholders exceeds 50, it becomes a public company.
A public company can offer shares, debentures and other interests to the public. It can have unlimited number of shareholders, and can be unlisted or listed on a stock exchange.
When a private company has grown and has more than 50 shareholders, it must be converted to a public company limited by shares.
It is important to note that the compliance requirements for public companies are much higher than that of private companies.
In Singapore, not-for-profit, religious and charitable organisations, usually set up public companies limited by guarantee.
Importantly, there is no share capital in such companies. When the company is wound up, each member just pays the amount that they have guaranteed, which can be as little S$1.
A private company limited by shares is classified as a exempt private company (EPC) in Singapore. An EPC has:
- no more than 20 shareholders; and
- all the shareholders are individuals
Copy of passport, proof of residential address and bank reference letter for every non-resident shareholder and director; whereas for each resident shareholder/director, documents needed are a copy of Singapore ID, and copy of passport for foreign individuals.
Meanwhile, if the shareholder is a corporate entity, documents needed are copy of the parent company’s certificate of incorporation, and copy of official documents reflecting the registered address and directors of the parent company.
In Singapore, a company can be registered with a minimum paid up capital of S$1 (or its equivalent in any currency).
Yes, every Singapore company must have at least one director who is “ordinarily” resident in Singapore, which means either a Singapore citizen, a Singapore permanent resident, an employment pass/entrepreneur pass holder, or a dependant’s pass with a residential address in Singapore.
Importantly, a company director and shareholder can be the same or different person in Singapore
For those who wish to set up a Singapore company but cannot relocate to Singapore, we provide the services of a resident nominee director on a long-term or temporary basis. This can help you in fulfilling the Singapore companies’ statutory requirement of a resident director.
No, it’s not needed. All signing of documentations can be done via email or fax, whatever you prefer.
Depends. As some – though not all – banks may require you to be present for the corporate bank account opening process.