Company Incorporation
In Singapore
Starting a Business in Singapore?
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100% Online Company Registeration within 6 hours.
Incorp Singapore Company
Incorporation Process 1 Fill in the registration application form Including: company name, registered address, main business scope, registered capital, directors, shareholders 3 Company name review The company name can include words like “Singapore, Group”, but not sensitive words. 5 Open a bank account FOZL will make an appointment with the bank-to-public account manager in advance. Go through the account opening procedures immediately after your company registration is successful. During the Covid-19 period, FOZL will provide free appointments online for customers who may not able to meet our bankers in person.
Legend has it that in the 14th century, a Sumatran prince saw a magical beast, which he later learned was a lion, as soon as he set foot on the island of Singapore. In 1819, Stamford Raffles, an Englishman, shaped Singapore into a trading transit point. Singapore’s free trade policy attracted businessmen from all over Asia, the United States and even the Middle East. The country gained independence on August 9, 1965, became a member of the United Nations in September, and joined the Commonwealth in October of the same year.
There are 2 main scopes of business that can be registered on the company registration document. The main scope refers to the two businesses that account for the highest percentage of revenue amongst the company’s various businesses. Companies are permitted to partake in businesses that are not listed in the main scope of business. **If you are dealing with restricted industries or products, you need to apply to the relevant government departments and obtain a licence. For example, food, restaurants, medical products, tobacco, alcohol, automobiles, etc.. If there is a change in the main source of income after further development of the company, then the main scope of business can be changed through the action of the statutory secretary.
Under Singapore law, any company document requires the signatures of the directors of the company to take effect. Without these signatures, a document which has been stamped with the company seal has no legal effect. In the case of a company resolution, at least two directors’ signatures are required. The board resolution requires the consent of a majority of the directors (more than 50%). If there are a large number of directors, a director can be authorized to sign the documents after the board has passed a resolution.
To register a company, you need a registered address in Singapore so that the company can be contacted via mail. However, it is not necessary for the registered office address to be the place where the business operates.
There are many types of business entities in Singapore. Before registering, you should be aware of the kind of business entity that is best for your company.
When incorporating a Singapore company, it is good to understand the difference between the issued share capital and the paid-up share capital.
The financial year is the year in which the company performs its financial closing. In some countries, the financial year is set to end on December 31st of each year. In other countries, companies are encouraged to close their financial year in either March, June, September or December each year.
Secretarial Services
Statutory Secretarial Services. Appointing a qualified statutory secretary for client companies Keeping corporate records and documents Corporate Compliance Consulting Follow up on company annual reviews and tax filing times Witnessing the signing of corporate documents Appointment, removal and change of directors and other company members Appointment, change of auditors Change of registered office Change of company name Paid-in capital of reporting companies Company capital increase Transfer of shares and submission of stamp duty on transfer of shares Reduction of the company’s registered capital Dual authentication of corporate documents sent to the Ambassador Notarized documents Other Resolutions
In situations where company directors and shareholders need to transfer shares to other shareholders, the following information must be noted:
As the director of a Singaporean company, you must hold a board meeting if you need to discuss and pass resolutions on matters relating to the current and future state of the company. FOZL Singapore has summarised tips on how to conduct a board meeting below for your reference.
It is the responsibility of the company’s directors to ensure that the company’s information is correct and up-to-date. In the event of any updates to the company’s information, directors should notify the company’s statutory secretary to submit these changes to the Accounting and Corporate Regulatory Authority of Singapore (ACRA).
If a company in Singapore decides to cease doing business, it can apply to the Accounting and Corporate Regulatory Authority of Singapore (ACRA) to have its name removed from the Companies Register, a process known as “striking off”.
Annual Filing
Preparation of annual return documents Preparation of documents for the Annual General Meeting Follow up on the progress of annual return Reconciliation of company annual return documents and signatures Presentation of the company’s annual return to ACRA Archiving of annual return documents
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In accordance with the relevant provisions of the Singapore Companies Act Cap 175, 197, 201, a company whose financial year ends after 31 August 2018 is required to file its annual return on time.
A dormant company is a company registered with ACRA (Accounting and Corporate Regulatory Authority) in Singapore, which has had no business activities in the past financial year and has no business income or business expenses (other than the basic expenses of keeping the company afloat). Such a company can be considered dormant.
XBRL (eXtensible Business Reporting Language) is an XML-based markup language for defining and exchanging business and financial information.
Under the Singapore Companies Act, every Singapore company is required to file an annual return filing with the relevant government agency every year.
The Singapore Companies Act requires companies to hold an annual general meeting (AGM) unless the company elects not to hold an AGM by passing a shareholders’ resolution. If the company chooses not to hold an AGM, all matters to be transacted at the AGM can be resolved by way of a written resolution.
Open Bank Account
Banking sector and major players in Singapore Singapore is an internationally acclaimed financial centre, serving not only its domestic economy but also the entire Asia-Pacific region. The banking sector is a key player in the country’s financial market, which has quickly grown into one of the strongest industries in the world. The country’s sound economic and political environment, favourable legal and tax policies, honest institutions, and strict enforcement of laws against crime and money laundering have contributed to Singapore’s position as the second-largest international financial centre in Asia (after Hong Kong). Today, there are as many as 117 foreign banks and 6 local banks dominating the banking sector.
Account Opening Process
When opening a bank account in Singapore, companies that are registered in Singapore are given priority. The company does not necessarily have to be situated in Singapore, as Singapore's government and banks accept companies with offshore operations. Chinese entrepreneurs with companies registered in Singapore need only find a Singaporean corporate services provider to apply to open a bank account in Singapore!
Account Opening Process
The top 3 Local Banks in Singapore are OCBC, UOB and DBS.Account Opening Application Form -Prepared by the bank with which you are opening an account The Board of Directors’ resolution approves the opening of an account in the bank and affirms the authorized signatories and their authority. (Requires the signatures of two directors or a director and company secretary)-Prepared by the selected bank Cheque book application form (If you need to apply for a cheque book, please fill in the form and indicate the currency and quantity. Otherwise, this is unnecessary.) -Prepared by the selected bank Singapore Tax Statement -Prepared by the selected bank W8BEN-Certification of Foreign Status of Beneficial Owner for United States tax withholding U.S. tax declaration statement -prepared by the selected bank U.S. tax statement (if applicable) – prepared by the selected bank
License & Permit
According to Singapore law, all companies or individuals who wish to import, wholesale or retail liquor are required to obtain the relevant licence or permit.
F & Q
01
Do I need a local director?
Your company can have multiple directors, but at least one must be a local director from Singapore. If you do not have such a candidate, you can hire one (this is covered in our services). For example, your company can have two directors: you and another local director from Singapore. If you are applying for an employment pass from a new company, you will need to employ a local director for approximately six months. After that, you can be the sole director without needing to hire a local director anymore.
02
Who can act as a Nominee Director
(which we refer to as ‘Local Director’)?
This person needs to have a resume and title for the director position, but they have no actual decision-making authority or power to manage the company. Their only responsibility and obligation are to safeguard the interests of the company and act in accordance with the law.
03
What is an Employment Pass (EP)?
This is a type of work visa issued by a specific company that allows foreign professionals, managers, executives, and technicians to be invited. It enables you to work and live in Singapore and bring your family along. The validity is for 1 or 2 years, after which it can be renewed.
04
Can I transfer my Employment Pass (EP/DP) to a new company?
No, you cannot. EP/DP is issued for a specific company. You can only work for the employer who sponsors your visa. Therefore, after changing jobs, your new company will need to apply for a new work visa for you. We recommend that you do not cancel your old work visa before obtaining a new one.
05
Do I need a company address?
Yes, all companies in Singapore must have a local registered address. It is required for legal documents. If you do not have an office address, you can use our services. We will handle your correspondence, scan it, and send it to your email account for easy access to all documents.
06
How does the registration process work?
We check the availability of your chosen company name. You send us a copy of your identity card (IC) or passport, details of the directors and shareholders, etc. We prepare all necessary documents, send them to you for electronic signature, and then submit them to the Accounting and Corporate Regulatory Authority (ACRA) in Singapore. On your end, it's just a secure online communication process. Once the Unique Entity Number (UEN) is issued, your company can start operating.
07
How long does it take to register a company?
Once all documents are ready, we typically need less than an hour to register a company. This mainly depends on when you can provide the required information and the authorities' working hours. Our record is 38 minutes, and we are continuously improving our services.
08
Can you help me open a bank account?
Yes, this is one of our services. Opening a bank account in Singapore requires you to visit the bank with us; this is a mandatory requirement, and you need to be present, but we will prepare all the necessary materials for you.
09
If I operate a business in Singapore, can I reside there?
Of course. There is a visa called the Employment Pass (EP), which you can apply for in about six months. To qualify, you need to pay yourself a salary of around SGD 6,000, especially if you plan to bring your family to live in Singapore.
10
What are the requirements to obtain an Employment Pass (EP)?
This is an employment-type visa, so your qualifications and suitability for the company's needs will be assessed. We will prepare your resume and submit your relevant work experience, educational background, and company introduction to the authorities to obtain the visa. The most important point is that your company must commit to paying you a fixed salary of no less than SGD 6,000, especially if you also wish to apply for dependent passes (DP) for your family.
11
Can my family and I obtain permanent residency in Singapore?
Yes, it is recommended that you apply for permanent residency for yourself and your family one year after obtaining your Employment Pass (EP). Of course, you can also apply immediately after receiving the EP.