Company Incorporation Checklist Singapore

Applicable Law: Companies Act, 1967.

Private Company Limited by Shares (Pte Ltd)

• Features:

Up to 50 shareholders (individuals/corporates); wholly owned subsidiaries fall under this category [Section 18(1)(b)].
Separate legal entity with limited liability (shareholders liable only up to unpaid shares) [Section 22(3)].
Requires at least one resident director (Singapore citizen, PR, or Employment Pass holder). There is no restriction in the Act that prevents an outsider (non-resident or foreigner) from being a director, as long as the company also has at least one resident director [Section 145(1)].
Mandatory company secretary, who has his or her principal or only place of residence in Singapore [Section 171(1)].
Registered local address, the registered address must be a physical location in Singapore; P.O. Box addresses are not allowed which is open and accessible to the public for at least three hours during business days and any change to the registered office address must be updated with ACRA within 14 days [Section 142].

• Formalities:

Reserve a unique company name along with via Accounting & Corporate Regulatory Authority (‘ACRA’), the proposed company name must be approved by ACRA and must not be identical to an existing company or contain prohibited or undesirable words.
Submit incorporation documents (Constitution, director/shareholder details) to ACRA.
The minimum paid-up capital is SGD 1, this can be increased after incorporation
Appoint a company secretary within 6 months.
Issuance of share certificate to the shareholder – Physical/Demat (optional)
Open a corporate bank account, after incorporation need to open a corporate bank account in Singapore.

• Document Requirement:

For Company name reservation (BizFile+ portal):

Proposed company name
Description of main business activities (using the relevant Singapore Standard Industrial Classification (SSIC) code)

Details of the applicant (owner or authorized representative), including:
Name
Identification type and number (e.g., NRIC for locals, passport for foreigners)
Nationality
Date of birth
Contact details (local fixed line, mobile number, email)
Residential address

Submit incorporation documents (Constitution, director/shareholder details) to ACRA.

Approved Company Name (with transaction number from name reservation)
Company Constitution (formerly Memorandum & Articles of Association):
Details and Identification of Directors and Shareholders: Full names, identification numbers (passport/NRIC), nationality, date of birth, residential addresses, and contact details for all directors and shareholders (including beneficial owners).

For corporate shareholders: Certificate of incorporation/registration and proof of ownership structure.
Consent to Act Forms: Signed consent from each director and the company secretary agreeing to their appointments

Open a corporate bank account, after incorporation need to open a corporate bank account in Singapore.

Prepare Required Documents

Certified true copies by the company secretary or a director:
Certificate of Incorporation
Company’s Business Profile from ACRA
Company Constitution (Memorandum & Articles of Association)
Board Resolution sanctioning the account opening and signatories
Completed bank account opening forms (provided by the bank)
Passports or Singapore ICs of all directors, signatories, and ultimate beneficial owners
Proof of residential address for all directors, signatories, and ultimate beneficial owners
Additional information, if any

• Approval & Compliances:

File annual returns, within 7 months after the end of their financial year and hold AGMs within six months after your company’s financial year and maintain statutory records.

• Pros:

Tax incentives (corporate tax rate: 17%), no capital gains tax.
Credibility for international trade and investor appeal.
Perpetual succession.

• Cons:

Higher compliance costs (audits, annual filings), Government fees for company incorporation-SGD 15 for name reservation and SGD 300 for company registration.
Public disclosure of directors/shareholders.
Goods and Services Tax (GST): If a company’s annual taxable turnover exceeds SGD 1 million then must register for GST (9%).
Withholding Tax: Applies to certain payments to non-residents, such as interest, royalties, and service fees.

Note:

Foreign documents (such as Certificate of Incorporation, Board Resolutions, Power of Attorney, etc.) must first be notarized by a notary public or relevant authority in the country of origin.

After notarization, these documents must be authenticated or apostilled by the Ministry of External Affairs (or equivalent authority) in the country of origin

All foreign documents submitted for company incorporation in Saudi Arabia must be accompanied by Arabic translation.

Note: Compliance with local anti-money laundering (AML) and tax laws is mandatory.

Whilst we have taken all reasonable precautions and steps to provide accurate and up to date information in this publication, we do not give any warranties or representations, whether express or implied, in this respect.

The information is subject to applicability of given provisions/ laws on individual entity and may change without prior notice. The information contained in this publication is subject to changes in tax and regulatory laws in different local jurisdiction.

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