Facts about incorporating a private company limited by shares in Singapore
The regulatory body for business entities registered or to be registered in Singapore is the Accounting and Corporate Regulatory Authority (ACRA).
To incorporate a private limited company in Singapore, one must first submit to ACRA an application for approval of the name of the proposed entity.
ACRA’s approval of the proposed name can be obtained within a day upon payment, but it may take up to 2 months if the application requires separate approval or is subject to review from other authorities such as the Ministry of Education.
The following information and documents are required for purpose of the application:
- Proposed name of the company, which will generally end with the suffix “Private Limited” or “Pte. Ltd.” to indicate that it is a private limited company.
- Brief description of the business activities of the company.
- Proposed issued and paid-up share capital of the company.
- Names and particulars such as passport information and residential address of the directors. Please note that one of the directors must be ordinarily resident in Singapore – that is to say that he or she must either be a Singaporean, a Singapore Permanent Resident, or is on employment pass in Singapore.
- Names of the subscribers and their particulars.
- For subscribers who are natural persons, please provide particulars such as passport information, residential addresses, and a legible copy of his or her official identification card (front and rear sides), passport, or employment-related permit issued by the authority.
For subscribers who are corporations, please furnish
- Certificate of incorporation
- Date and place of the corporation’s incorporation
- Registration number of the corporation
- Copy of the Memorandum & Articles of Association or its constitutional documents
- Address of the registered office of the corporation (if the corporation is a Singapore entity, its registered office must be situated in Singapore)
- Complete name (based on official identification document) of the person to be nominated as the representative of the corporation (commonly known as corporate representative) for purpose of executing documents of the proposed entity to be incorporated in Singapore. The certificate of the corporate representative is required to be put on record.
- Name and particulars of the company secretary. It is a statutory duty of the directors to ensure that the company has at least one company secretary and that the office of the company secretary cannot be left vacant for more than 6 months.
The following are required of a private company limited by shares
A private company limited by shares can be incorporated in Singapore with just one director if the nominated sole director is ordinarily resident in Singapore.
If the board of directors has more than one member, at least one director must be ordinarily resident in Singapore. The company’s articles of association may stipulate the maximum number of directors.
A private company limited by shares can be incorporated in Singapore with just one subscriber of shares. The subscriber can be a natural person, a corporation or a combination of natural person(s) and corporation(s).
There is no restriction on foreigners (including foreign corporations) to becoming shareholders.
It is a requirement for a company incorporated in Singapore to have a registered office situated in Singapore to keep its statutory records and to accept service of documents. There registered office need not be the principal place where the company conducts its business.
Generally, the registered office may be the office of the accountants, lawyers or chartered secretaries who provide such service.
The company secretary must be a natural person who has a principal place of residence in Singapore.
A company must be incorporated with a share capital. Once the company is incorporated and its bank account is opened, the share capital can be gradually increased depends on the requirements of the company.