Setting Up a Private Limited Company in Singapore

Setting up a private limited company in Singapore is the preferred option for many entrepreneurs. As opposed to a sole proprietorship, a partnership or a company limited by guarantee, a private limited company generally has the following advantages:

  • A limited company in Singapore means it is limited by shares.
  • It is considered a separate legal entity from its shareholders.
  • A limited company is recognised as a taxable entity, which means shareholders are not liable for any debts and losses except for the amount of share capital.

We shall now discuss the following:

  • Minimum requirements for a private limited company
  • Information and documents you need to prepare before registering your company
  • Registration and Incorporation process
  • Post-Incorporation Matters

Minimum Requirements for a Private Limited Company

  • One company secretary
  • One resident director
  • A physical office address in Singapore
  • At least 1-50 shareholders – which may be an individual or a corporate entity. In addition, the company must issue at least one subscriber share to its initial members.
  • A minimum initial paid-up share capital of S$1

What Information and Documents Do You Need to Prepare Before Registering your Company?

  • Proposed company name
    • You must select a unique name that is not already in use.
    • Approval must be obtained from ACRA before your company is even registered. After authorisation is received, the name is reserved for 60 days.
  • Avoid names that are:
    • undesirable, vulgar or obscene,
    • identical to an existing company name, or
    • names, copyrights or trademarks which are similar to established names.
    • Do note that some words, if used in your company name, require approval from other authorities as well. For example, words like education, finance, bank, media, etc.
  • Nature of Business
    • Ask your corporate secretarial services provider for the best description of your business activities. Alternatively, take a look at the Singapore Standard Industrial Classification Code.
  • Financial Year to adopt
  • Local Resident Director Details
    • For all private limited companies in Singapore, at least one individual must be identified as a local resident director.
    • This individual maybe be a citizen, permanent resident, employment pass, or dependant pass holder, subject to certain restrictions
    • Details and documents required: Name, Address, Contact Details, Identification documents, Proof of Residential Address
  • Other Directors’ Details
    • Name, Address, Contact Details, Identification documents, Proof of Residential Address
  • Shareholder Details
    • If the shareholder is an individual: Name, Identification Documents, Proof of residential address
    • If the shareholder is a corporate entity: Business profile which lists the shareholding structure, the authorised representative’s name and Identification Documents
  • Share Structure
    • Number of Shares and the individuals or entities they are allotted to
    • Whether the shares are Ordinary or Preference Shares
    • Total Issued Share Capital
  • Company Secretary Details
    • Name, Address, Identification Documents
    • Please note that if you are the sole shareholder and sole director, you cannot also be the company secretary
    • There must be a company secretary within six months of incorporation. But typically, a company secretary is appointed immediately upon incorporation.
  • Other Forms:
    • Form 44, 45, Memorandum and Articles of Association, Company Constitution (your registered corporate secretarial services provider will assist you in this)
    • Please take note that you may obtain a standard Memorandum and Articles of Association from ACRA.
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Registration and Incorporation Process

 All private limited companies must be registered with the Accounting & Corporate Regulatory Authority (ACRA), a statutory body under the Ministry of Finance. If you’re Singaporean, self-registration is allowed. Foreigners must get assistance from a local business registration service provider.

Registration is normally done online via a formal incorporation request.

Once ACRA approves the incorporation of your new private limited company, ACRA will send you an email with the confirmation of incorporation along with the registration number (Unique Entity Number, or UEN). This email is considered a soft copy of the incorporation certificate. 

You may also purchase a hard copy from ACRA for a nominal fee.

Post-Incorporation Matters

Once you’ve registered your company, there are certain important tasks to undertake for you to commence your business activities in Singapore.

Other than bookkeeping/accounting, recruitment and setting up a physical office or place of business (if at all required), you should undertake the following:

  • Company Business Profile
    • For you to do business in Singapore, it is best for you to prepare a soft copy of an official company business profile issued by ACRA for a nominal fee.
    • This profile would serve as ‘proof’ of your company’s authenticity in your commercial dealings, for example, even in renting our premises for your office.
    • The profile includes the following details: company name, registered address, incorporation date, registration number, paid-up capital, business activities, and details of shareholders, company secretary, and directors.
  • First Board Resolution
    • This resolution formally appoints the shareholders and directors
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  • Appointment of Company Secretary
    • You must appoint a Company Secretary within six months of incorporation.
    • This must be an individual who is “ordinarily” resident in Singapore.
    • Please note that if you are the sole shareholder and sole director, you cannot also be the company secretary
  • Appointment of Auditor
    • If you have less than 20 individual shareholders and no corporate shareholders, and your annual turnover is not more than S$5 million, you do not need to appoint an auditor.
    • Otherwise, you must appoint an auditor within three months of incorporation.
  • Issuing Share Certificates
    • A share certificate is proof of a shareholder’s ownership of the company.
    • It shows the distribution of shares among shareholders.
    • Your company secretary should be able to take care of this for you.
  • Shareholders Agreement
    • Although many businesses start off on the basis of trust between business partners and shareholders, it is best to formalise this commercial arrangement by way of a shareholders agreement to prevent disputes in the future and to regulate the conduct and dealings of the shareholders.
  • Company Seal and Company Stamp
    • A registered business in Singapore must have a company seal on its legal documents and share certificates.
    • Your company’s rubber stamp bears its name and registration. Official documents look more credible and professional with the rubber stamp.
  • Opening a Bank Account
    • Since the company is considered a separate legal entity, it must have a separate bank account in its name.
    • Although the procedures may vary from bank to bank, you would generally require:
      • The Board Resolution sanctioning the opening of a bank account and the appointment of official signatories for the account
      • Incorporation certificate
      • Business profile
      • Memorandum and Articles of Association
      • Identification documents and proof of residential address of the signatories
  • GST Registration
    • Good and Services Tax (GST) is an indirect tax levied on goods and services in Singapore.
    • You must register yourself with the Internal Revenue Authority of Singapore (IRAS) if you are expecting your business turnover to exceed S$1 million in the next 12 months (for example, if you’ve signed contracts or agreements with other parties which will bring in revenue of S$1 million over the next 12 months).
    • Nevertheless, you may voluntarily register for GST even if you don’t fulfil the requirements stated above. This has certain advantages for your business, as clients (especially corporate clients) have a better opinion of and regard for GST-registered businesses.
  • Licences and Permits
    • Depending on your business activities, you may need to obtain licences or permits from regulatory authorities in Singapore.
    • Examples of industries where such licences or permits are required are educational institutes, cleaning, financial services, import/export services, travel agencies, and food and beverage/restaurants.
Need Advice ?

Speak to a Lawyer Now

At Lions Chambers LLC, we pride ourselves on being responsive. We understand that some problems need immediate attention, let us assist you.


Starting a business has to be done properly with the end goal in mind. The use of a Private Limited company can help limit your personal liabilities if things go wrong. While the process might seem daunting, having a professional assisting you will make the process smooth and fuss free. 


How We Can Help You

Lions Chambers LLC is an established law firm in Singapore. Our team of lawyers specialise in various areas of law and will be able to assist you. Our consultations are free. Please call +65 8777 3677 or click here to WhatsApp us today.