Setting up your business in Singapore
This document is intended to be a general guideline for purposes of further discussions and not intended to be exhaustive of the requirements of the incorporation of a Singapore Pte Ltd and the applicable regulations. Specific advice and services should be sought through DutchCham should any query arise from this document. DutchCham, your partner in Singapore!
What is a private limited company?
A private limited company is the most common and popular form for an incorporated company. A company may be either private or public. If a company does not have more than 50 shareholders, it can be registered as a private company. If it has more than 50 shareholders, the company must be registered as a public company. A private limited company is the most common form of a company, because it is the most flexible and preferred type of legal entity in Singapore. This form of business entity is actually similar to what is known as the "besloten vennnootschap" in the Netherlands.
Authorized Capital
There is no statutory minimum paid up share capital. However, a private company must have a minimum issued capital of S$1 (and this would be paid up upon issue of the subscriber shares). There is no restriction on the currency or denomination for share capital. However, the Singapore Dollar is the most widely used currency. Please note that companies that are engaged in certain types of business (banks, companies that are engaged in fund management, etc.) will need a minimum paid-up capital before a license is granted.
Registered Office
A company must, from the date of incorporation, have a registered office within Singapore to which all communications and notices can be sent and which shall be open and accessible to the public for not less than 3 hours during ordinary business hours on each day with the exception of Saturdays, weekly and public holidays.
Resident Director
A company may have a minimum of one director who is ordinarily resident in Singapore (a Singapore Citizen, a Singapore Permanent Resident, a person who has been issued an Employment Pass/Approval-In-Principle letter or a Dependant Pass). There is no restriction on the number of foreign directors that a company may have.
Company Secretary
A company is required to have a company secretary who must be resident in Singapore. A company secretary needs to be appointed 6 months after incorporation. Where a company has a single director, he may not act concurrently as company secretary. A company must appoint auditors within three months from the date of incorporation.
Compulsory Auditing
Companies must submit audited accounts. Small companies can be exempted from this obligation. These companies are still required to maintain proper accounting records.
Timeline and governmental fees
Normally it should be possible to complete the name check and incorporation process within 1 week. The registration fee for the incorporation of a Singapore company is $ 300.
