Singapore Company Registration: Things to know in 2023

If you’re thinking about starting a business in Singapore, one of the first steps you’ll need to take is registering your company. In this article, we will guide you through the minimum requirements for registering a company in Singapore.

Company Name

The first step in registering a company in Singapore is to choose a unique name for your business. The name cannot be similar to any other existing companies in Singapore. The company name may also need to comply with certain requirements, such as not being offensive or misleading, and may need to include specific words or phrases depending on the type of company and its activities. It is recommended to check the availability of your chosen name using the BizFile+ online system provided by the Accounting and Corporate Regulatory Authority (ACRA).

Company Directors:

A resident director is a mandatory requirement for registering a company in Singapore. You must have at least one director.

The following categories of individuals are eligible to be appointed as resident directors as allowed by ACRA:

• • A local citizen
  • A Singapore EntrePass holder
  • A Singapore permanent resident (PR)
  • A person who has a valid Employment Pass (EP)
  • A person who has a valid Dependent Pass (DP)  Note: To become a director, an EP holder must obtain a Letter of Consent (LOC).
  • The resident director is responsible for managing and overseeing the operations of the company.
  • The resident director must ensure that the company complies with all relevant laws and regulations in Singapore.
  • It is important to choose a resident director who has the necessary skills, experience, and qualifications to perform the role effectively.
  • In addition to a resident director, a company can have Foreign/non-resident directors as well. However, a company cannot have only non-resident directors.

Shareholders

A company in Singapore can have between 1 to 50 shareholders. Shareholders are individuals or entities that own shares in a company. In Singapore, shareholders have certain rights and responsibilities, including the right to vote on important matters such as the election of directors and the approval of financial statements.

In order to become a shareholder of a company in Singapore, an individual or entity must purchase shares in the company. Shares represent ownership in the company, and the number of shares owned by a shareholder determines their percentage of ownership in the company.

Shareholders are not involved in the day-to-day operations of the company, but they do have a say in important decisions that affect the company’s direction and future. Shareholders may attend general meetings of the company, where they can vote on matters such as the election of directors, the appointment of auditors, and the approval of financial statements.

Shareholders also have a responsibility to ensure that they comply with all relevant laws and regulations, including those related to insider trading and disclosure of shareholdings.

Company Secretary

A company secretary is an important position in a company, responsible for ensuring that the company complies with all legal and regulatory requirements. In Singapore, every company is required to appoint a company secretary within six months of incorporation. The company secretary must be a natural person who is a resident of Singapore and cannot be the sole director of the company.

The duties of a company secretary in Singapore include:

• • Maintaining statutory registers: The company secretary is responsible for maintaining the company’s registers of members, directors, and secretaries, as well as other statutory registers required by law.
  • Filing annual returns: The company secretary is responsible for preparing and filing the company’s annual returns with ACRA.
  • Providing advice on compliance: The company secretary is responsible for providing advice to the directors on compliance with legal and regulatory requirements.
  • Conducting meetings: The company secretary is responsible for convening and conducting meetings of the board of directors and shareholders.
  • Updating and maintaining the company’s constitution: The company secretary is responsible for updating and maintaining the company’s constitution, including any changes to the company’s name, objects, or share capital.
  • Ensuring compliance with corporate governance principles: The company secretary is responsible for ensuring that the company complies with corporate governance principles and best practices.

Registered Address

In Singapore, every company is required to have a registered address. This is the official address of the company where all official correspondence and legal documents will be sent. The registered address must be a physical address in Singapore, and it cannot be a PO Box.

The registered address can be either the company’s principal place of business or a location where the company can receive its official correspondence. If the registered address is not the principal place of business, the company must provide the address of the principal place of business as well.

The registered address must be provided to ACRA (Accounting and Corporate Regulatory Authority) when the company is incorporated, and it must be kept up-to-date at all times. If the registered address changes, the company must inform ACRA within 14 days of the change.

There are several reasons why it is important for a company to have a registered address in Singapore. These include:

• • Legal compliance: As mentioned earlier, having a registered address is a legal requirement in Singapore. Failure to comply with this requirement can result in penalties and fines.
  • Professional image: Having a registered address in a prime location can help to project a professional image for the company, which can be important for attracting clients and investors.
  • Privacy: Using a registered address can help to maintain the privacy of the company’s directors and shareholders, as it allows them to use a different address for their personal correspondence.

Paid-up Capital

Paid-up capital refers to the amount of capital that has been contributed by the shareholders of a company in exchange for shares. In Singapore, every company is required to have a minimum paid-up capital of SGD $1.00. This means that every company must have at least one share, which is issued at a value of SGD $1.00.

The paid-up capital of a company can be increased or decreased by issuing or redeeming shares respectively. Any increase or decrease in paid-up capital must be reported to ACRA (Accounting and Corporate Regulatory Authority).

The paid-up capital of a company is an important consideration for investors and creditors. A company with a high paid-up capital may be seen as more financially stable and may be more attractive to investors and creditors. On the other hand, a company with a low paid-up capital may be seen as less financially stable and may face more difficulty in attracting investment or credit.

It is important to note that paid-up capital is not the same as authorized capital. Authorized capital refers to the maximum amount of capital that a company is authorized to raise by issuing shares. In Singapore, there is no legal requirement for a company to have authorized capital, and many companies set their authorized capital at a high amount in order to provide flexibility for future capital raising.

Conclusion:

Registering a company in Singapore can be a straightforward process if you know the minimum requirements and follow the necessary steps. From choosing a company name to appointing directors and shareholders, there are several factors to consider. However, with the right guidance and support, you can set up a successful business in this thriving city-state.