Singapore Corporate services

Introduction

Before you register your Singapore company, you’ll need to be aware of these requirements:

1. Your company name needs to be approved before registration
2. You need to appoint a minimum of one resident director.
3. You can have anywhere between 1-50 shareholders, which may or may not be directors. Shareholders can consist of both local and non-local individuals or companies, and 100% non-local shareholding is allowed.
4. You need to appoint a qualified resident company secretary within 6 months of your Singapore company’s registration. Sole directors and/or shareholders cannot act as the company secretary.
5. You need to possess a minimum of S$1 worth of paid-up capital (also known as share capital) to register your Singapore company. This amount can be increased any time after your company is incorporated.
6. You need to provide a local, physical Singapore address as the registered address of the company. The registered address can be either a residential or commercial address, but not a P.O. Box.
7. Singapore-registered companies enjoy attractive tax exemptions and incentives. Your company pays less than 9% for the first S$300,000 you make in annual profits, followed by a flat rate of 17% flat thereafter. Singapore companies do not have to pay capital gains or dividend taxes. For further information on taxes, refer to our Singapore corporate tax guide

Types of Companies

1. Exempt private company
2. Private company limited by shares
3. Public company limited by shares
4. Public company limited by guarantee
5. Unlimited private company
6. Unlimited exempt private company
7. Unlimited public company

The main features of the different company types are outlined in the table below.

Type of Company	Private Company (Liability of the shareholders to creditors is limited to the capital originally invested by the shareholders)	Public Company	Unlimited Company (Liability of the members or shareholders is not limited)
	Exempt Private Company Most common type of company in Singapore. Name usually ends with “Pte Ltd”. Can have a maximum of 20 shareholders. No shareholder is a corporation. Has a share capital.	Limited by Shares Name usually ends with “Ltd”. Can have more than 50 shareholders. May raise capital by offering shares or debentures to the public. Must register a prospectus with the Monetary Authority of Singapore before making any public offers. Liability of the shareholders to creditors of the company is limited to the capital originally invested by the shareholders.	Unlimited Private Company Usually has the words “Unlimited” as part of its name. Hybrid company incorporated with or without share capital
	Limited by Shares Name usually ends with “Pte Ltd”. Has a share capital. CCan have a maximum of 50 shareholders. Corporations can be shareholders.	Limited by Guarantee Name usually ends with “Ltd”. Carries out non-profit making activities of national or public interest, such as promoting arts, charity etc. Has no share capital. Liability of members is limited to the amount which they undertake to contribute to the assets of the company in the event of winding up. This amount will be specified in the company’s constitution.	Unlimited Exempt Private Company Can have a maximum of 20 shareholders. No shareholder is a corporation.

Financial Year End and Annual Returns

A company’s financial year end (FYE) represents the final day of its accounting period. The accounting period is the recognised interval to complete an accounting cycle of the business. The periodicity provides perspective about the profitability of the business on an ongoing basis. Records of transactions are kept over this period and reported in the form of financial statement. Accounting periods can be 12 months or over 52 weeks. If you decide on a 12-month accounting period starting 1 January 2022, your company’s FYE will be 31 December 2022. But if you choose to have a 52-week accounting period starting 1 January 2022, your company’s FYE will be on 30 December 2020. There are statutory obligations under the Companies Act that company directors must comply with or face enforcement action. Annual obligations such as holding annual general meetings and filing annual returns are examples of key statutory requirements. Private companies must file their annual return within 7 months after the financial year end. Filing your company’s annual return on time helps to ensure proper and timely disclosure to all stakeholders. All companies including inactive and dormant companies are required to file annual returns. As long as your company’s status is “live”, you must file its annual return with ACRA even if IRAS has exempted your company from filing its income tax return.

Appointing Directors, Company Secretary and Other Key Personnel Company Director

Every company must have at least one director who is locally resident in Singapore.

A company director must be:

1. At least 18 years old
2. Of full legal capacity
3. A Singapore citizen, Singapore permanent resident, EntrePass or employment pass (EP) holder
4. Not disqualified from acting as a director of a company (e.g. an undischarged bankrupt)

Company Secretary

Companies must appoint a company secretary within 6 months from the date of incorporation. This position cannot be left vacant for more than 6 months or the directors may face a penalty of up to $1,000.

A company secretary must be:

1. A natural person
2. Locally resident in Singapore.

The sole director of a company and the company secretary cannot be the same person.

Auditor

Unless your company is exempted from audit requirements under the relevant sections of the Companies Act, you must appoint an auditor within 3 months of incorporation.

Other key personnel that needs to be appointed are:

1. Chief Executive Officer (Optional)
2. Managing director (optional)

Requirements of Registered Office Addresses

All companies must ensure that their registered office is open and accessible to the public for at least three hours during ordinary business hours on each business day. A business day is any day excluding Saturday, Sunday and public holidays. The purpose of this requirement is to allow members of the public to reach out to the office if necessary and to facilitate the delivery of any legal documents. Companies and directors that fail to comply with this requirement may be fined up to S$5,000. The registered office must be an address in Singapore, but it need not be the place of operation.