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.