Singapore Pte Ltd requirements include: 1 shareholder (any nationality, maximum 50), 1 resident director (Singapore citizen, PR, or work pass holder), 1 company secretary (within 6 months), registered address in Singapore, and minimum S$1 paid-up capital. Foreign investors can own 100% of shares but must appoint a local resident director or use a nominee director service.

Quick Reference: Singapore Pte Ltd Requirements

☑ Minimum 1 shareholder (individual or corporate, any nationality)

☑ At least 1 resident director (local citizen, PR, or EP/S Pass holder)

☑ Company secretary (appoint within 6 months)

☑ Registered address (physical Singapore address)

☑ Minimum S$1 paid-up capital (no maximum limit)

☑ Company name (unique, approved by ACRA)

Table of Contents

1. Minimum Shareholder Requirements
2. Director Requirements (Resident Rule)
3. Company Secretary Requirements
4. Registered Address Rules
5. Paid-Up Capital Requirements
6. Company Name Requirements
7. Document Checklist
8. Frequently Asked Questions

Planning to register a Private Limited Company (Pte Ltd) in Singapore? Understanding the legal requirements set by ACRA (Accounting and Corporate Regulatory Authority) is essential before you begin the incorporation process.

This comprehensive guide covers every requirement you need to meet, from shareholders and directors to paid-up capital and documentation. Whether you’re a local entrepreneur or a foreign investor, this checklist ensures you’re fully prepared.

Need Help Meeting These Requirements?

SOAS provides comprehensive incorporation services including nominee director, company secretary, and registered address. Incorporation from S$350. WhatsApp us at +65 9758 4188.

Minimum Shareholder Requirements

A Singapore Private Limited Company must have at least 1 shareholder and a maximum of 50 shareholders. Shareholders can be individuals or corporate entities of any nationality.

Shareholder Rules at a Glance

Types of Shareholders

Individual Shareholders:

• Must be at least 18 years old
• Can be of any nationality
• No need to be a Singapore resident
• Must provide valid identification (passport/NRIC)

Corporate Shareholders:

• Can be a company registered in any country
• Must provide company registration documents
• Director’s resolution authorizing the investment
• Certificate of Incumbency (for foreign companies)

💡 SOAS Tip: Corporate shareholders require additional KYC documentation. SOAS charges +S$300 per corporate shareholder to cover the additional verification work.

100% Foreign Ownership

Singapore is one of the most business-friendly countries for foreign investors. Unlike many Asian countries, Singapore allows 100% foreign ownership of companies in most industries with no restrictions on profit repatriation.

Director Requirements (Resident Rule)

Every Singapore Pte Ltd must have at least one director who is ordinarily resident in Singapore. This is the most important requirement for foreign entrepreneurs to understand.

What is a “Resident Director”?

A resident director is someone who is “ordinarily resident” in Singapore, meaning they:

• Singapore Citizen
• Singapore Permanent Resident (PR)
• Employment Pass (EP) holder
• S Pass holder
• Dependant Pass holder with LOC (Letter of Consent)
• EntrePass holder

Director Requirements Summary

⚠️ Important for Foreigners: If you don’t have a Singapore resident to act as director, you must use a nominee director service. SOAS provides nominee director services from S$3,500/year.

Nominee Director Service

A nominee director is a Singapore resident who is appointed as director to fulfill the legal residency requirement. The nominee director:

• Acts in accordance with your instructions
• Does not interfere with daily business operations
• Signs necessary statutory documents
• Has limited liability through proper agreements

SOAS Nominee Director Requirements: A refundable deposit of S$3,500 is required. A subscription using Automa8e accounting software is required for financial monitoring and AML/CFT compliance.

Company Secretary Requirements

Every Singapore company is required to appoint a qualified company secretary within 6 months of incorporation. The company secretary plays a crucial role in ensuring regulatory compliance.

Company Secretary Requirements

Key Duties of a Company Secretary

The company secretary is responsible for:

• Filing annual returns with ACRA
• Maintaining statutory registers(shareholders, directors, secretaries, controllers)
• Preparing AGM documents
• Ensuring compliance deadlines are met
• Updating ACRA on changes to company information
• Filing Register of Registrable Controllers (RORC)

💡 SOAS Tip: Most new companies appoint a corporate service provider as company secretary. SOAS offers corporate secretary packages from S$300/year, including annual return preparation and filing.

Registered Address Rules

Every Singapore company must have a physical registered address in Singapore. This cannot be a P.O. Box. The registered address is where official government correspondence will be sent.

Registered Address Requirements

Options for Registered Address

1. Own Commercial Office:

• If you lease commercial/office space, use that address
• No additional cost (part of your rental)

2. Virtual Office / Service Provider:

• Use a corporate service provider’s address
• SOAS provides registered office address with mail scanning for S$300/year
• Professional business address in Singapore

3. Home Address (With Restrictions):

• HDB Flat: Requires HDB approval under Home Office Scheme
• Private Property: Check lease agreement and URA guidelines
• Not suitable for businesses expecting client visits

⚠️ Note: Your registered address will be publicly visible on ACRA records. Many business owners prefer using a professional virtual office address to maintain privacy.

Paid-Up Capital Requirements

Singapore has one of the most flexible paid-up capital requirements in the world. The minimum required is just S$1, with no maximum limit.

Paid-Up Capital Rules

What Amount Should You Set?

While S$1 is the legal minimum, consider these factors:

Common Starting Amounts:

• S$1 – S$1,000: Suitable for service businesses with minimal startup needs
• S$10,000 – S$50,000: Common for SMEs, shows commitment to banks and suppliers
• S$100,000+: Recommended for businesses seeking significant credit lines

Factors to Consider:

• Bank Account Opening: Some banks prefer higher paid-up capital
• Supplier Credit: Suppliers may check your paid-up capital before extending credit
• Government Grants: Some grants have minimum paid-up capital requirements
• License Requirements: Certain industries (e.g., travel, employment agency) require minimum capital

💡 SOAS Tip: You can always increase your paid-up capital later. Start with what you need and increase as your business grows. There’s no stamp duty on share capital in Singapore.

Company Name Requirements

Your company name must be approved by ACRA before registration. The name must be unique and comply with certain rules.

Company Name Rules

• Must be unique: Not identical or too similar to existing registered names
• Not offensive: Cannot be obscene, vulgar, or contrary to public interest
• No trademark infringement: Cannot infringe on existing trademarks
• Restricted words: Words like ‘Bank’, ‘Finance’, ‘Insurance’, ‘Law’, ‘Singapore’ require approval

Name Approval Timeline

• Standard names: Instant to 1 hour approval
• Referral required: 14 – 60 days (if contains restricted words)
• Reserved for: 120 days after approval

Document Checklist for Singapore Pte Ltd Registration

Here’s a complete checklist of documents and information you’ll need to provide when incorporating a Singapore Pte Ltd. This is what SOAS will request from you:

Company Information Required

• Company’s desired name (have 2-3 backup options)
• Principal business activities (up to 2 SSIC codes)
• Registered office address
• Paid-up capital amount and share structure
• Financial year end date

For Individual Directors/Shareholders

• Full name (as per identification document)
• Passport copy (for foreigners) or NRIC copy (for Singaporeans/PRs)
• Residential address
• Proof of residential address (utility bill, bank statement) – within 3 months
• Contact details (email, phone number)
• Nationality
• Date of birth

For Corporate Shareholders

• Certificate of Incorporation
• Company registration documents (equivalent to ACRA Business Profile)
• Certificate of Incumbency (listing current directors and shareholders)
• Board Resolution authorizing investment in Singapore company
• Passport copies of directors of the corporate shareholder
• Memorandum & Articles of Association

Documents SOAS Will Prepare

• Company Constitution (formerly M&AA)
• Consent to Act as Director forms
• Consent to Act as Secretary form
• Share allotment documents
• ACRA registration forms

💡 SOAS Process: SOAS will send you a form with the necessary detailed checklist via email to complete, e-sign and return. The entire process can be done online.

Ready to Register Your Singapore Pte Ltd?

SOAS makes incorporation easy. We’ll guide you through the requirements and handle all the paperwork. Incorporation from S$350 (including S$315 government fees). WhatsApp us at +65 9758 4188 to get started.

Let SOAS Help You Meet All Requirements

Not sure if you meet all the requirements? SOAS provides comprehensive incorporation services including nominee director, company secretary, and registered address. We handle everything for you.

• Phone: +65 6684 9199
• WhatsApp: +65 9758 4188
• Website: www.soas.com.sg