A company is incorporated by registering with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore under the Companies Act. The key feature of these type of companies is that the owner and the business itself are considered as two separate legal entities. Therefore, in the case of bankruptcy, the owner is not personally liable for the debts and losses of the company. The liability of each company is limited to its share capital and each member’s liability is limited to the share capital subscribed by the member.
Requirements to Register a Singapore Company
- Minimum 1 Shareholder
- 1 Resident Director
- 1 Company Secretary
- Minimum paid-up capital of S$1
- A local registered office address
Company classification depends on its ownership as given below:
Private Limited Company
This type of company is allowed to issue up to 50 shares.
Exempt Private Limited Company
An EPC is exempted from the statutory annual audit. In order to be an EPC, it should meet the following requirements:
- Shouldn’t have more than 20 shareholders.
- Shouldn’t have any corporate shareholders.
- Annual revenue should be less than S$ 5 million.
If a company doesn’t meet the requirements for a standard EPC, it can still qualify for an audit exemption if it meets the following requirements:
- Annual revenue should be less than S$10 million.
- Total assets should be worth less than S$10 million.
- Less than 50 employees.
Public Limited Company
A company that is allowed to issue shares to the public. These are of two types:
- Public Company Limited by Shares– A company that has more than 50 shareholders issued to the public and is therefore listed on a stock exchange.
- Public Company Limited by Guarantee- A company that is incorporated for the purpose of public good and non-profit purposes is a Public Company Limited by Guarantee. The liability of its members is limited to the amount that the members undertake to contribute to the assets of the company in the event of its winding up. The amount of guarantee by the members will be stated in the Memorandum of Association. The amount is usually nominal.
The names of such companies do not have the word ‘Limited’. It must be noted that there is no shares involved in this type of entity, as long as it is a going concern the members are not required to pay any capital. This structure is generally used by non-trading and non-commercial entities such as trade associations, charitable bodies, professional societies, religious bodies, incorporated clubs or other not-for-profit undertakings.
What we will do for you:
- Due Diligence Report.
- Name Check.
- Incorporation on ACRA website.
- Provide you with an E-Certificate of Incorporation and a Bizfile.
- Prepare your Company constitution.
- Preparation of Share certificate and Registers books.
- Registered Office Address (Optional).
- Nominee Director (Optional).
- Corporate Secretarial (Optional).
All you have to do for us is provide us with the following documents:
- CorpServe Asia’s Proposed Company Information Form.
- Identification Documents (Photocopy of Passport and other ID cards).
As per the Companies Act, every Company is required to have a Director who is a resident in Singapore. The Director plays a very important role in an organisation. ACRA states “A director must make decisions objectively, act in the best interest of the company, avoid conflicts of interest, and be honest and diligent in carrying out his duties.” The Authority defines a Director as “any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director”.
A nominee director has the same roles and duties as a regular director as defined by ACRA and the Companies Act. We understand that the director plays a key part in your organisation and we can help you fulfil this requirement by appointing one of our professional team members as the nominee director for your Singapore registered company.