Business and Company Registration
Incorporating / Registering Company in Singapore
Registering a company in Singapore is an easy process except that you need to engage a certified and competent professional firm like JVKM to help you accomplish it. Incorporating a firm in Singapore involves complying with a set of rules, procedures and legal requirements mandatorily.
Procedures to be followed to incorporate a firm
Both local and foreign entrepreneurs can start and operate a new company in Singapore. Companies in Singapore are registered either as private limited liability companies or private limited companies. Any person aged 18 and above and of any nationality is eligible to register a company in Singapore.
- Proposed name for the company (Give us three options)
- Details of the Director [Director’s details are mandatory. A minimum of one Director aged 18 and above can be appointed as the director of a company. Director can be a local resident or a foreigner with Entrepass or Employment Pass. Directors cannot be shareholders].
- Details of a minimum of 1 shareholder and a maximum of 50 shareholders
- Minimum paid-up capital of S$1
- A local physical Registered Address
- Company Secretary particulars
- Description of Business Activities
Documents to be Submitted
- Colour copy of passports or identity cards of Directors and Shareholders with photographs duly attested by Notary Public at their Home Town / county.
- Colour copies of Residential Address Proof of Directors and Shareholders duly attested by Notary Public at their Home Town / county.
- Utility bills, bank statements etc. not more than three months old can be submitted as residential proof
- Know-Your-Client (KYC) information such as Bank Reference letter, personal CV, business profile etc.
- Colour copies of Singapore identity card for local resident Directors and Shareholders
Shareholder as a corporate entity
- Copy of Certificate of Incorporation/Registration
- Copy of Memorandum & Articles of Association
JVKM will initiate the registration process after obtaining all documents from you and send you an invoice for its services. We also take care of registering a residential address, a prerequisite for incorporating a firm in Singapore, as well as opening a bank account in any of the international or local banks in double quick time.
We will put together all documents required to obtain Incorporation and send them to you for signing the papers at appropriate places. If you are a local resident, you have the option of visiting our office and signing the papers before we send the papers for Company registration. If you are a foreigner, we will send the papers to your overseas address and upon returning the papers we will initiate the incorporation process by submitting them to ACRA, the registry of companies.
The Incorporation process under normal circumstances takes just about 2 days. Since registration is a computerized process, the name of the company will be approved first which is followed by the registration of the Company.
JVKM offers complete Business Consultation and provide comprehensive services to set up a Private Limited Company in Singapore with ease and confidence.
Submit your Request If you find the package the right one for your business needs, enter the details in the online form. Upon receipt of your request to proceed with the package, JVKM team will follow up with you seeking relevant details and advising you on the required documents to be prepared for incorporation.
Provide Documents/Information for Incorporation We will send you “RUN BOOK” and Know-your-client 9KYC forms which need to be filled in and mailed to us at firstname.lastname@example.org with details such as proposed names, details of shareholders, directors, details of share capital, etc.
Make Payment Upon the receipt of your e-mail with relevant attached documents we will send you an invoice for our services towards processing incorporation of the company. We accept payment through bank transfers/local cheques/cash.
Incorporation & Registration Fees Payment – Based on the details and documents you share, we will prepare the incorporation documents and e-mail them to you for signing. You can sign the documents and email/courier back to us. If you are in Singapore, you can visit our office to sign the documents.
Incorporate a Company – Upon the receipt of signed documents and other supporting papers, we will approach ACRA and the Registrar of Companies on the same day to proceed with incorporation. We will send you a detailed business profile through e-mail with the details of Registration number, date of registration etc.
Prepare Registers, Order the Company Seal and Certificate of Incorporation – On the same day when the company is incorporated, we will order for the company seal and certificate of incorporation (hard copy).
Assistance in Opening Bank Account – After registering the company with ACRA, we will assist you in opening a corporate bank account in Singapore. Since the bank may be keen on meeting the Executive staff of the company, we will arrange for you a meeting with the bank officers, whenever you visit Singapore, as per your convenience and time.
Post Incorporation Services – JVKM will maintain records of your company’s first financial year-end and will keep you posted on aspects related to compliance. JVKM will designate a person to liaise with you exclusively to attend to your company requirements. You can contact him/her for any assistance in future.
Residents of Republic of Singapore
Registration of Private Limited Companies
If you are a local resident and if you have entrepreneurial ideas to start your own business, JVKM helps you in accomplishing in strict compliance with corporate and Singapore government rules.
As local residents, you can now register your company through Singapore Private Limited Company Registration. The company registered through this modality would either be a Private Limited Company or an Exempted Private Limited Company based on the number of shareholders in it. On the other hand, a foreign company incorporating in Singapore will be considered as a Subsidiary company.
Singapore Private Limited Company Registration
A Private Limited Company (Pte Ltd) is also known as Private Limited Liabilities Company (PLL), incorporated by Singapore residents. If you intend to incorporate your company as a Singapore Private Limited company, we will process your request in compliance with the rules and regulations mandated by the Singapore Companies Act, Chapter 50.
Private Limited Company
- can have a maximum number of 50 shareholders
- liability of shareholders towards debt is limited
Exempt Private Limited Company
- cannot have more than 20 shareholders
- shareholders do not represent a business entity
Prerequisites for Singapore Private Limited Company Registration
A company should have a permanent resident of Singapore aged 18 years and above, as Director (minimum of one Director)
In compliance with Section 171 (1AA) of the Singapore Companies Act, a secretary from Singapore must be hired within six months of incorporating the Singapore private limited company.
The appointed secretary is expected to possess the following qualifications.
- At the time of appointment, he / she should have served as secretary at any company for a minimum period of three years prior to employment in the public company.
- He / She should be a qualified person according to the norms of the Legal Profession Act (Cap. 161)
- He / She should be a Public accountant registered under the Accountants Act (Cap. 2)
- He / She should be a member of the Institute of Certified Public Accountants of Singapore
- He / She should be a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- He / She should be a member of the Association of International Accountants (Singapore Branch)
- He / She should be a member of the Institute of Company Accountants, Singapore
Auditor – To grasp the statutory obligations and to ensure their compliance, it is mandatory to hire an auditor within 3 months of incorporating the company. Except in cases where the company is exempted from audit requirements under Section 205B, or 205C of the Companies Act, non-compliance with the appointment of auditor will attract fines, penalties and legal provisions.
Registration of Limited Liability Partnership (LLP)
Singapore limited liability partnership (LLP) registration is the most preferred one. It requires two or more partners and the partners should have limited liabilities. An individual, an LLP, a local company or a foreign company can act as a partner in the proposed LLP. To begin with, a solicitor has to prepare the partnership deed describing the relationship between partners. In this mode of operation, an LLP can function as a partnership and yet at the same time can function as a separate business entity similar to a private limited company. Besides, change in partnerships does not affect the company’s legal rights or its liabilities.
Some Insights on Limited Liability Partnership Registration
The entire LLP Registration process is carried out by ACRA pertaining to the LLP Act 2005. The LLP is a legal entity and can get sued or sue others in its own name. Further, LLP Registration allows the company to acquire and own property and incur debts or liabilities. Partners hold the responsibility for liabilities though it is limited to their proportion of investment of share in the company.
Who is Eligible for Limited Liability Partnership (LLP) Registration in Singapore?
A partner in a Limited Liability Partnership (LLP) is recognized as an equal owner according to the LP agreement. The partner in an LLP could be an individual, a local company, a foreign company, or another LLP. Every Limited Liability Partnership (LLP) registration must have at least two partners.
Terms and Conditions for an LLP
If the LLP incurs any business debts, the partners will not be held liable for it. Nor will they be held liable for illegal and deceitful acts by any other partner of the LLP. A partner may, however, be held liable for losses resulting from his/her own unfair and discriminatory practices.
After the LLP Registration, it is required to maintain the accounting records and profit and loss statements to ensure that the company’s transactions are foolproof and its financial position is sound. Any lapse to have proper records by the LLP will result in partners being penalized in the form of fine, imprisonment, or both.
After the business commences, an LLP has to fulfill the legal criterion of submitting an annual declaration of solvency (whether the company can pay its debts) or insolvency (or unable to pay its debts) to the Registrar. Later, this declaration becomes a public document for everyone’s reference.
Choosing an appropriate LLP name
Do not choose a name that is:
- Identical to that of any other limited liability partnership, company or corporation or to a business name
- Identical to a name being reserved under the Limited Liability Partnerships Act, Business Registration Act or the Companies Act
- Name that resembles the kind of name that the Ministry has declared not to accept for registration.
If your application for registering the LLP name is denied based on some grounds, the entire LLP Registration process could be delayed for a few days.
Registration of Sole Proprietorship
Singapore sole proprietorship registration is not an incorporated entity and it therefore has no legal entity. Under the Business Registration Act, Cap. 32, a business operating with Singapore Sole Proprietorship Registration can indulge in every form of trade, commerce, craftsmanship, profession and any activity carried on, for the purposes of monetary gains but, does not include any office, employment or occupation.
Singapore Sole Proprietorship Registration: Basic Understanding
Under Sole-proprietorship, a single person becomes the owner and has the supreme right and control over business operations. The Sole Proprietorship registration is all about being the only owner with no partners. That implies that sole proprietorship involves risks. You are personally accountable for all debts that your company may owe to others. Unlike partnership or private limited companies, Sole Proprietorship companies can be sued and a court order can be obtained against personal assets of the business owner in case of debts.
JVKM would be happy to provide you prompt, quick and an exceptionally thoroughgoing service to register a company under Singapore Sole Proprietorship.
After the payment of the registration fees, it takes only 15 minutes to complete the Sole Proprietorship Registration process. JVKM does the needful to facilitate this. In case the registrar refers the application for review, the registration process may get delayed by 14 days to 2 months. For example, if the Sole Proprietorship is intended to set up a private school, the application would be referred to the Ministry of Education.
JVKM will also help you in familiarizing with new procedures, amended from time to time, in the course of the registration process. From 1 January 1994, the new regulation requires that all self employed sole proprietors/partners, who are either Singaporean citizens or permanent residents, top up their Medisave account with CPF Board (open an account with CPF and make monthly contributions regularly), It should be done before registering for sole proprietorship/partnership, prior to becoming a new partner of an existing sole proprietorship/partnership or before renewing business registration.
Registration of Singapore Subsidiary
Singapore can be a windfall for many small to medium sized countries as it encourages foreign investors to collaborate with businesses in multiple ways. Tax policies are friendly enough to allow foreigners and foreign companies to invest money in local companies. A local company incorporated in Singapore and in which a foreign investor holds shares is called subsidiary entity.
Singapore government allows registration of subsidiary business entities which are wholly owned by a foreign company. However, the parent company, which is a shareholding entity in the subsidiary entity, only invests capital and is not liable for debts incurred by subsidiary companies.
In addition, Singapore Subsidiary companies can avail tax benefits entitled to local resident companies.
About Subsidiary companies
The foreign company (parent) can own 100% shares in subsidiary companies
A subsidiary company must have a Singapore resident or Permanent Resident as Director. If foreign companies have plans to relocate any of its staff, it can apply for employment pass for them. Directors must be above board with clean track record and high integrity. Directors need to appoint a qualified local resident as company secretary.
The subsidiary company must have a minimum paid up capital of S$1.
The subsidiary company must have a registered office in Singapore.
The subsidiary entity must also appoint an auditor within three months of registering a subsidiary office.
Documents required for Subsidiary company registration
- Copy of the certificate of incorporation of the parent company
- Proof of registered address and directors of the company from the Registrar of Companies
- A resolution authorizing a person to sign documents of subsidiary office on behalf of the parent company
- Details of passport and address of directors of the subsidiary office in Singapore
Registration of Singapore Branch Office
If a parent company sets up a branch office in Singapore to earn profit and conduct business, the branch office becomes a legal entity. Such a branch office needs to be registered with ACRA in Singapore before commencing its business. The parent company is liable for liabilities that the branch office may incur. By the same token, legal proceedings can be initiated against the parent company over indiscretions committed by the branch office or over violations of law if any.
Name: The name of the branch office must match with the name of the parent company.
Officers: The branch office must have 2 agents who are either Singapore citizens, permanent residents or foreigners with employment pass. Parent companies who want to relocate their employees can do so by obtaining employment pass for them, especially after the company has been registered.
Constitution and Activities: The structure, constitution and activities of a branch office are governed by the Memorandum and Articles of Association (MAA).
Registered Address: The branch office must have a registered office address in Singapore as per Singapore Companies Act. It is also mandatory to mention the name and place of incorporation of the branch office in Singapore and all its business correspondence within and outside this place.
Documents for Registration
- A certified copy of the Certificate of Incorporation of the parent company
- A certified copy of Memorandum and Articles (MAA) of the foreign company
- Name, Address and other particulars of the directors of the foreign company
- A memorandum of appointment to enable two agents to work in the Singapore branch office
- A memorandum executed by or on behalf of the foreign company stating the executive powers of the two agents
- Details of the registered office address in Singapore
Registration Procedure and Timeline
JVKM Consulting Pvt. Ltd. will take care of the registration process which involves name approval and entity registration. The parent company’s name should be used for the Singapore branch office. The name will be approved after it is verified for identical names already existing, if any. After the name is approved, the registration process will take 1-2 days.
After the registration is completed, the company registrar will send an email notification confirming the registration of the Singapore branch. No hard copy of registration certificate is issued. If the company needs one, it may be requested for through a separate application after the registration of the branch office.
Bank Account Opening
Following the registration of a branch office in Singapore, a corporate account needs to be opened in an international or local bank in Singapore. JVKM Consulting Pvt. Ltd. will assist in opening the account based on the procedures followed by the bank where the account is to be opened.
Taxation of Singapore Branch
A Singapore branch is generally considered a non-resident company for tax purposes. As a result, it cannot avail tax benefits of that of resident companies.
Registration of Singapore Representative Office
Foreign companies can set up representative offices in Singapore to explore business opportunities and chalk out strategies for future action. Such offices established to gather information on the feasibility of setting up businesses are called representative offices. No money is invested in starting a representative office. Unlike subsidiary or branch offices, representative offices do not have legal status and cannot conduct business activities resulting in earning profit.
In other words, it is an extended entity of a foreign company. Representative offices are prevented from entering into contracts, getting involved in trade activities of any nature or leasing a warehouse. Representative office can function only as a liaison office carrying out market research to gather inputs for a prospective business enterprise that the foreign company may be planning to set up in future.
Key facts about Representative Office
The foreign company must fulfill the following criteria to set up a representative office
Documents required for Representative Office registration
- Filled-in application form
- Copy of the registration of the Representative office
- Copy of the parent company’s incorporation
- Copy of the latest financial and audited records of the parent company
- A duly signed undertaking by the parent company endorsing that the representative office will abide by terms and conditions stipulated by Singapore government
JVKM – single point of contact for registration of representative office
JVKM Consulting helps you in setting up representative office in Singapore and carries out activities such as conducting market research and coordinating non-business activities of your company. Some of our key activities we undertake include:
- Filling in the application form and initiate the process of registration after gathering inputs from you
- Ensuring that the filled in application form is compliant with the regulations of ACRA
- Providing business counseling on aspects relating to representative office
- Assisting in opening bank account for the representative office in Singapore
- Preparing paper work to apply for employment pass for employees relocating to Singapore to run the representative office
- Helping in filling and processing application to convert to representative office to subsidiary or branch office
- Conducting market study and providing information about markets, clients and other stakeholders
- Gathering information on 4Ps of marketing – promotion, pricing, product and place – to enable your company plan suitable business strategies for launching the enterprise
- Helping companies with in participationg in tradeshows, exhibitions that promote business of same ilk
- Helping in developing contacts with clients
- Planning and collecting information to initiate the process for setting up a permanent company later