Singapore - Company Formation Guidance
How to set up a Company in Singapore
Before a company can be incorporated in Singapore, its name must first be approved by, and reserved with, the Registry of Companies & Businesses, the name is reserved for two months, during which the incorporation documents (together with the appropriate fees) are required to be submitted to the RCB.
Upon the issuance by the RCB of a Certificate of Incorporation, the Singapore Company will be incorporated on and from the date stated in the Certificate.
Who makes up the Company
- Directors: Every Company in Singapore must have at least 2 directors, 1 of whom must be an ordinary resident in Singapore. A Singapore Company is not allowed to have any corporate director.
- Secretary: Within 6 months of its incorporation, a Singapore Company is required to appoint a Company Secretary. An Advocate & Solicitor is qualified to act as the Company Secretary.
- Auditors:Within 3 months of its incorporation, a Singapore Company is required to appoint an auditor, who must be a certified public accountant in Singapore.
- Members: There is no restriction on foreign shareholding in a Singapore Company, and there is also no requirement that the shares must be owned by Singaporeans.
The shares can be wholly owned by another corporation, but where shares are wholly owned by individuals, there must then be at least 2 individual shareholders.
What is a company?
A company is a business entity registered under the Companies Act, Chapter 50. It has a legal personality (i.e. it has rights to own properties, can sue or be sued.) It usually has the words 'Pte. Ltd.' or 'Ltd.' as part of its name.
Types of company are there in Singapore?
- Private Company - A company where the number of individual shareholders (subscribers) is limited to 50 or less.
How many directors must a company have?
With effect from 1 April 2004, a company can have one director who must be “ordinarily resident in Singapore” i.e. a Singapore Citizen, a Singapore Permanent Resident, a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass. Any person above the age of 21 years may be appointed as a director. However, some individuals e.g. bankrupts, are disqualified from being directors.
A foreigner who wishes to act as a local director of a company can apply for an Employment Pass/Approval-In-Principle letter from the Employment Pass Department of the Ministry of Manpower (MOM).
How many shareholders must a company have?
With effect from 1 April 2004, there must be at least 1 shareholder who can either be an individual of any nationality or a corporate person.
Does my company need to appoint a Company Secretary?
Every company must have at least one secretary appointed within 6 months from the date of incorporation. However, a private company, other than that required under Section 171(1AB) of the Companies Act, need not appoint a professionally qualified company secretary.