It is relatively easy and fast to set up a company in Singapore. There are several types of entities to choose from depending on your needs, however, many choose Private Limited Companies due to their scalability.

Companies must be registered with the Accounting & Corporate Regulatory Authority (ACRA), and are subject to the Singapore Companies Act. It is prudent to seek the assistance of a corporate service provider when incorporating the business, as you may be unfamiliar with Singapore company legislation and compliance requirements.

Hoys’s extensive experience positions us at the forefront in guiding you through the incorporation process. From startups and small to medium-sized businesses, we provide accurate and comprehensive information and solutions on Singapore company registration, corporate taxation, and ongoing compliance issues.

1. What you need to know when setting up a Company in Singapore

Name of Company

The proposed name of the company must first be approved by the Accounting and Corporate Regulatory Authority (ACRA) and an application has to be lodged with ACRA for their approval. ACRA will revert within the same day of the name application if no further referral is required.

First Directors And Subscribers

Each company must at all times have at least one director, who must be a local resident. Non-Resident directors are not permitted. If there is more than one director, one of them must be a local resident. A local resident director is one who is a Singapore citizen, a permanent resident of Singapore or a holder of a Singapore Employment Pass (subject to a Letter of Consent being obtained from the Ministry of Manpower). The first directors of a company are appointed at the time of incorporation, subsequent directors are usually elected at annual general meetings, which are a common stipulation in the Constitution or appointed by the existing director(s) of the company.

There must be a minimum of one subscriber to the Constitution of the Company. The subscriber is required to take up at least one share to form the company, and the subscribers’ shares can be transferred to the beneficial owners after incorporation. Bearer shares are not permitted but corporate shareholders are allowed. For reasons of expediency, the individuals who act as the first directors should preferably act as the subscribers as both subscribers and first directors are required to sign the incorporation documents.

Company Secretary

Every company shall have one or more secretaries, each of whom shall have their principal or only place of residence in Singapore. The office of the company secretary must not be left vacant for more than six months at any one time.

Constitution Of Company

The company must adopt a set of Constitutions for incorporation purposes. Hoys Consultancy will be able to assist in preparing this document.

Registered Office

The company will need to have a registered address in Singapore from the date of its incorporation; it must be a physical address and not just a Post Office box. If required, the address of Hoys Consultancy can be used.

 2. Do I need to appoint an Auditor?

The Companies (Amendment) Act 2014 states that if a company is dormant or meets the ‘small company’ criteria for a relevant financial year, the company can choose not to appoint auditors for that particular year.

Does your Company qualify as a ‘small company’?

Criteria for a ‘small company’

(a) It is a private company in the financial year in question; and

(b) It meets at least 2 of 3 following criteria for the immediate past two consecutive financial years:

• Total annual revenue ≤ $10m;
• Total assets ≤ $10m;
• of employees ≤ 50

For a company that is part of a group to qualify for the audit exemption:

(a) The company must qualify as a small company; and

(b) The entire group must be a “small group”

To qualify as a small group, a company must have met at least two of the three quantitative criteria listed above on a consolidated basis over the previous two fiscal years.

When a company qualifies as a small company or small group, it remains a small company or small group for the following fiscal years until it is disqualified. A small business is disqualified if:

(a) It ceases to be a private company at any time during a financial year; or

(b) It does not meet at least 2 of the 3 quantitative criteria for the immediate past two consecutive financial years.

 Annual General Meetings And Filing Of Annual Returns

Every company must hold its Annual General Meeting (“AGM”) within 6 months (4 months in the case of a public company) after the end of each financial year, and file its Annual Return within 7 months (5 months in the case of a public company) after the end of its financial year-end.

Subject to the Companies (Amendment) Act 2003, private companies may dispense with annual general meetings. An annual return must be made even if the annual general meeting is dispensed with.