The commonest type of business entity to set up in Singapore is a private limited company. Hence, in this guide, we will clarify how one can register a private limited company in Singapore.
A private limited company is limited by shares and has a separate legal entity from its shareholders. It’s recognised as a taxable entity in its own right. Consequently, shareholders of a Singapore private limited firm will not be liable for its money owed and losses beyond their quantity of share capital.
All firms in Singapore have to be registered with the Accounting & Corporate Regulatory Creatority (ACRA) and abide by the Firms Act.
What do you’ll want to provide your service provider earlier than you can incorporate the Singapore Company?
Company Name
The company name must be approved by ACRA before the Singapore Firm can be incorporated. ACRA will reject a proposed firm name for the purpose of incorporation if it is:
equivalent to another present Firm Name
undesirable
just like established Names or trademarks comparable to Coca-Cola and Temasek
Shareholders
A person or a corporate entity can grow to be Shareholders either by subscribing for shares within the firm or by buying the corporate’s shares. A minimum of at least one corporate or particular person shareholder is required. A director and shareholder could be the identical or totally different person. 100% local or international shareholding is allowed. Singapore Companies Act permits a minimum of 1 and a maximum of fifty shareholders for a Singapore Private Limited Company. Details of shareholders will appear on public records.
Resident Directors
Singapore Private Limited Company must have a minimum of one director who must be an “ordinarily” resident in Singapore, which means a Singapore citizen, a Singapore permanent resident or an individual who holds an Employment Pass/EntrePass with a residential address in Singapore. There isn’t any limit on the number of additional native or overseas directors a Singapore Private Limited Firm can appoint. The director must be at the least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice within the past. Information of the directors will seem on public records. Directors can be shareholders or vice versa.
Company Secretary
All Singapore Corporations should additionally appoint a competent Company Secretary whose main responsibility is to ensure regulatory compliance. The company secretary must be a natural one that is “ordinarily” resident in Singapore. Singapore Corporations Act requires companies to each appoint an organization secretary within six months of incorporation.
Share Capital/Paid-up Capital
The minimum paid-up capital for registration of a Singapore company is S$1 or its equal in any currencies. The minimum issued capital is one share of par value. “Bearer” shares or “No par value” shares aren’t permitted. Share or paid-up capital can be elevated anytime after incorporation of the company.
Registered Address
Firms must even have a registered office to which all notices and official documents could also be sent and at which the corporate is to keep the varied registers that it is required to take care of under the law. Each company registered in Singapore is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. Use of residential address is allowed for sure types of business.
Governance Construction
The governance structure of a company and the interrelationship between the company and its shareholders is governed by the corporate’s constitutional documents (the Memorandum of Affiliation and the Articles of Association) as well as by the provisions of the Corporations Act. Note that as of 1/1/2016, the memorandum and articles of affiliation will be merged and renamed right into a single doc called the “Constitution”. All current companies incorporated prior to the date, will not be required to merge the documents and easily can proceed with their present M&A. It is also not uncommon to find the members of corporations (usually in joint venture arrangements) entering into ‘shareholder agreements’ as among themselves to capture some of their key rights and obligations in relation to how the corporate is to be structured and managed.
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