A company must first be incorporated and verified via documentation with the Accounting and Corporate Regulatory Authority (ACRA), to start business operations in Singapore, BizFile+, ACRA’s online “electronic filing and information retrieval system”, is the portal to go to incorporate online.
Procedures for Company Incorporation
Pre-incorporation, your company name should be registered. Registration will incur a fee of S$315. Name registration only takes about 15 minutes from when the fee is paid. Depending on how unique the name is and the industry you are about to break into, the process for approval of the name may take minutes to up to 2 months.
After approval of the company name, the company has 60 days to make it official through filing via BizFile+. These are the documents you should also prepare, prior to filing with ACRA:
- Company name (approved)
- At least one (1) director or nominee director
- At least one (1) shareholder
- Resident Company Secretary
- At least S$1 in paid up capital
- Registered Singapore company office address
- Company constitution – a model constitution can be found on the ACRA website.
- Contracted agreements between company and its stakeholders:
- Memorandum of Association
This document states the company’s organizational structure, limits of liabilities, maximum number of members that may be considered part of the company, details of shareholders, and the details of company shares. Other provisions may be added, as deemed necessary by the concerned persons.
- Articles of Association
As an internal document, this dictates the roles, responsibilities, powers, and rights of all stakeholders associated with the company. It may cover all internal guidelines, including but not limited to, shareholder meetings, employee contracts, and the like.
Steps to apply incorporate business on BizFile+
1. Approval of company name by an authorized representative
An authorized representative who is a Singapore citizen residing in Singapore. Otherwise known as a company secretary, the representative will be in charge of all regulatory requirements and other duties, as determined in their employment agreement
2. Submit necessary documents through the BizFile+ system online
- Proof of address
- Certificate of incorporation of existing company
- Notarised copy
Registration processing will take from 14 days to 2 months. There will registration fees incurred.
|Name application fee||$15|
|Alternate address registration||$40|
Should there be any issues raised or if the business falls under a flagged category (i.e commodities, military, etc), pre-assigned offices and departments that will deal with the concerns. A full list can be found on the ACRA website, along with many other helpful references.
Before incorporating your offshore company in Singapore, be sure to study the cost implications and government regulatory requirements. This will make your experience setting up your new or established business as smooth and seamless as possible. That way, operations may commence immediately upon completion of regulatory requirements.
*Optional-The alternate address must be located in same jurisdiction as your residential address
After the whole incorporation process with ACRA, you will receive, submit or be required to obtain the following documents:
- Certification of Incorporation
The certificate of incorporation will have a company registration number which serves as proof of incorporation. This will be sent to you via email, however, a hard copy may also be requested for a fee of S$50.
- Company Business Profile
The complete details of your incorporation submitted (see pre-incorporation documents to be prepared) can be requested online as well. The incorporation date and previous company names (if any) will also be included in the PDF document.
- Share Certificates for Shareholders
This officially documents the number of shares and dividends.
- Goods and Service Tax (GST) Registration
If your revenue per annum exceeds S$1 million, your company needs to file for GST which is Singapore’s Value Added Tax (VAT) system. It will require you to charge 7% GST and remit this through taxes to the government.
- Business Licenses and Permits
This needs to be filed for depending on the types of activities, goods, and services you will be dealing with.
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