Planning to Start a Business in Singapore? Here’s Your Complete Guide.

Introduction:

Are you considering launching your business in one of the world’s most business-friendly environments? Singapore consistently ranks as a top destination for startups and global enterprises alike, thanks to its robust legal system, strategic location, and attractive tax regime.

In this blog, I’ll walk you through:

• The incorporation process for starting a company in Singapore

• The estimated timeline involved in getting started

• The corporate tax benefits your business can enjoy

Whether you're a local entrepreneur or a foreign investor, this guide will help you understand what it takes to set up and succeed in Singapore's dynamic business landscape.

Understanding the basics:

Before diving into the incorporation process, it's important to understand two key components of Singapore’s corporate regulatory framework: ACRA and BizFile.

ACRA – The Accounting and Corporate Regulatory Authority is the national regulator of business entities, public accountants, and corporate service providers in Singapore. It is a statutory body governed under the ACRA Act.

The role of ACRA is to register businesses, enforce compliance with corporate laws, and maintain a public record of company and financial information. It plays a crucial part in ensuring transparency and trust in Singapore's business ecosystem. Know more about ACRA by clicking this Link.

BizFile+ – This is ACRA’s online filing and information portal. Through BizFile+, businesses can register a company, file annual returns, update company details, apply for licences, and submit other statutory documents. It's an essential digital tool that makes compliance simple, fast, and accessible for business owners. Know more about BizFile by clicking this Link.

Documents Required for incorporation:

The following documents are necessary for incorporation:

• Approved company name from ACRA

• Company constitution (formerly known as the Memorandum and Articles of Association) - Will be using while applying for Bizfile+ or uploading company's personal constitution in a PDF

• Details of shareholders, directors, and the company secretary

• Registered address in Singapore

• Identification documents (NRIC or passport, and proof of residential address)

• Declaration of compliance and consent to act by all officers

  
  

For foreign individuals:

• Copy of passport

• Proof of overseas residential address

• Authorisation documents for a Nominee Director, if needed

Process flow of incorporation of a company:

Setting up your business in Singapore involves a few key steps. In this section, I’ll walk you through the incorporation process in detail—from choosing a business structure to officially registering your company with ACRA.

Step 1: Selection of Company Name

The incorporation process begins with registering a unique name for your company. This is a crucial first step, as your business name represents your brand and identity in the market.

You’ll need to choose a name that is:

• Unique and not identical to existing company names in the ACRA database

• Free of trademark conflicts (it’s advisable to check IPOS as well)

Once you've selected a name, you can submit your name application through ACRA’s BizFile+ portal. The process involves paying a non-refundable fee of SGD 15. After submission, ACRA will verify the name to ensure it isn’t identical or too similar to existing entities. If no further review is needed, approval typically happens within a few hours.

Step 2: Selection of Corporate Structure

Types of companies:

Selecting a company type is a crucial step; selecting a corporate structure that is tailored to your needs is important to preserve resources and implement it where it is needed. It is advisable to consult a professional before choosing a particular business model and to gain a thorough understanding of all types of benefits and incentives offered by the Singapore government. Below are the different types of companies:

I. Private Company Limited by Shares.

A Private Company Limited by Shares (Pte Ltd) is the most commonly chosen structure by startups and small to medium-sized enterprises (SMEs) in Singapore. It is an ideal entry point for entrepreneurs who want to explore and establish their business in Singapore’s competitive and business-friendly environment. This type of company allows for up to 50 shareholders, who can be either individuals or corporate entities. One of the key advantages of a Pte Ltd is that it offers limited liability—shareholders are only liable for the company’s debts up to the amount they invested in shares.

II. Exempt Private Company.

The Exempt Private Company is typically favoured by very small enterprises, freelancers, and local businesses due to its simplified structure and reduced compliance requirements. This type of company can have up to 20 shareholders, all of whom must be individuals, with no corporate entities allowed as shareholders.

III. Private Company (Non-Exempt).

Unlike Exempt Private Companies, this business model allows for more than 20 shareholders, including corporate entities as members. It is typically preferred by growing businesses that require a more flexible ownership structure and may seek future expansion or investment.

IV. Public Company Limited by Shares.

In this business model, the company can have more than 50 shareholders, with members enjoying limited liability. Shares can be offered to the public, making it an ideal structure for large enterprises that aim to raise capital through public investment or pursue listing on a stock exchange.

V. Public Company Limited by Guarantee.

This business model is primarily designed for charities, societies, and non-profit organisations. Any profits generated by the company cannot be distributed among members, but must be reinvested to further the organisation’s objectives.

VI. Unlimited Private Company.

In this type of business model, there is no limited liability protection, meaning shareholders are personally responsible for all the company's debts and liabilities. The company can have up to 20 shareholders, but this structure is rarely used due to the high personal financial risk involved.

VII. Unlimited Public Company.

In this business model, the company can have more than 50 shareholders, and shares can be offered to the public. However, it is generally less preferred due to the higher risks faced by investors.

Company Type	Shareholders	Limited Liability	Public fundraising	Commonly used by
Private Company Limited by Shares	1-50	Yes	No	Preferred by Startups and Small and Medium-sized Enterprises
Exempt Private Company	≤20 (Only individual shareholders)	Yes	No	Preferred by freelancers and small businesses.
Private Company (Non-Exempt)	1-20	Yes	No	Preferred by growing businesses
Public Company Limited by Shares	>50	Yes	Yes	Large Companies
Public Company Limited by Guarantee	Not Applicable	Yes	No	Charities, societies and non-profit organisations
Unlimited Private Company	1-20	No	No	High risk, not preferred regularly
Unlimited Public Company	>50	No	Yes	High risk, Very rarely preferred

Step 3: Selection of Capital Structure

Once you have chosen the ideal business structure for your company, the next step is to determine a capital structure that best fits your needs. For a Private Limited Company, the minimum paid-up capital required to start is just S$1. In contrast, a Public Company Limited by Shares must have a minimum paid-up capital of S$50,000. Meanwhile, there is no fixed minimum share capital requirement for a Public Company Limited by Guarantee, an Unlimited Private Company, or an Unlimited Public Company.

Step 4: Planning

This step involves finalising the Company structure, finalising the Company Office address, finalising the list of directors, and classifying the category of business activities the enterprise is involved in.

Step 5: Preparation of Incorporation documents

This step involves preparing the company’s constitution documents, including the Memorandum and Articles of Association, along with the identification documents of all directors and shareholders. Additionally, certain consent forms from directors must be completed and submitted as part of the incorporation process.

Step 6: Applications for other statutory/field-specific registrations      

This step is carried out after incorporation and involves applying for additional registrations your business may require to operate smoothly. These may include GST registration, import/export licenses, Skills Development Levy (SDL) registration, and other industry-specific approvals necessary for day-to-day operations.

Step 7: Post-incorporation procedures and filings that you should be aware of.

After incorporation, companies must complete several essential steps, including setting up a corporate bank account and maintaining statutory registers, such as records of directors, shareholders, the company secretary, share allotments, and transfers. Additionally, companies must appoint an auditor and a company secretary (if not already appointed). It is also crucial to ensure ongoing compliance with annual statutory obligations, such as filing Annual Returns with ACRA and submitting Corporate Income Tax returns to IRAS.

How ProLead Can Assist?

Navigating incorporation procedures can be complex, especially for foreign investors or first-time business owners. ProLead provides comprehensive support, including:

• Company registration and compliance with ACRA

• Provision of a Nominee Director

• Local registered office address

• Appointment of a Corporate Secretary

Assistance with bank account opening and post-registration compliance

Conclusion:

Setting up a business in a completely new ecosystem can be a daunting task. To stay on top of complex regulatory formalities and ensure smooth operations, it is essential to have a strong and knowledgeable team guiding you through the corporate landscape. With the right support, you can confidently navigate the challenges and unlock the full potential of your business in Singapore.