What do I have to know earlier than I set up a Singapore firm?

The commonest type of enterprise entity to set up in Singapore is a private limited company. Therefore, in this guide, we will clarify how you can register a private limited company in Singapore.

A private limited company is limited by shares and has a separate authorized 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 companies in Singapore should be registered with the Accounting & Corporate Regulatory Authority (ACRA) and abide by the Firms Act.

What do it’s essential to provide your service provider earlier than you possibly can incorporate the Singapore Company?

Company Name

The company name have to be approved by ACRA earlier than the Singapore Firm may be incorporated. ACRA will reject a proposed company name for the aim of incorporation if it is:

an identical to another current Firm Name

undesirable

similar to established Names or trademarks equivalent to Coca-Cola and Temasek

Shareholders

A person or a corporate entity can turn out to be Shareholders either by subscribing for shares within the company or by buying the corporate’s shares. A minimum of at the very least one corporate or individual shareholder is required. A director and shareholder might be the identical or totally different person. a hundred% native or foreign shareholding is allowed. Singapore Firms Act allows a minimal of one and a most of 50 shareholders for a Singapore Private Limited Company. Particulars of shareholders will seem on public records.

Resident Directors

Singapore Private Limited Firm will need to have at least one director who must be an “ordinarily” resident in Singapore, which means a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/EntrePass with a residential address in Singapore. There isn’t a limit on the number of additional native or international directors a Singapore Private Limited Company can appoint. The director have to be at least 18 years of age, and should not be bankrupt or convicted for any criminal malpractice in the past. Data of the directors will appear on public records. Directors can also be shareholders or vice versa.

Company Secretary

All Singapore Firms should additionally appoint a competent Company Secretary whose foremost responsibility is to make sure regulatory compliance. The corporate secretary should be a natural one who is “ordinarily” resident in Singapore. Singapore Corporations Act requires companies to every appoint an organization secretary within six months of incorporation.

Share Capital/Paid-up Capital

The minimal paid-up capital for registration of a Singapore company is S$1 or its equivalent 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 could be increased anytime after incorporation of the company.

Registered Address

Firms must also have a registered office to which all notices and official documents could also be despatched and at which the corporate is to keep the various 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 should be a physical address and cannot be a PO Box. Use of residential address is allowed for certain types of business.

Governance Structure

The governance construction of a company and the interrelationship between the corporate and its shareholders is governed by the corporate’s constitutional documents (the Memorandum of Association and the Articles of Affiliation) as well as by the provisions of the Firms Act. Note that as of 1/1/2016, the memorandum and articles of association will be merged and renamed right into a single document called the “Constitution”. All current companies incorporated prior to the date, will not be required to merge the documents and simply can continue with their current M&A. It is usually not unusual to find the members of firms (often in joint venture arrangements) coming into into ‘shareholder agreements’ as amongst themselves to seize a few of their key rights and obligations in relation to how the company is to be structured and managed.

For more information about Singapore company registration check out our own website.

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