Starting a business in Singapore is not just about having an idea or funds; the law requires that every person carrying on business must register with the Accounting and Corporate Regulatory Authority (ACRA). Incorporation gives the business a separate legal identity. That means the company stands apart from its owners and directors, with its own tax profile, its own liabilities, and its own responsibilities.
Incorporating also shields owners through limited liability. This concept ensures that personal assets are not automatically at risk if the company faces debts or claims. The company is recognised as its own legal person for both tax and legal purposes.
Vehicles of Setting-up Business
The most common choice for foreign corporations looking to set up in Singapore is a private limited company. The reason is straightforward: it provides credibility, allows for flexible ownership, and is treated favourably under tax laws.
But this isn’t the only option. Other structures exist, including:
- Sole proprietorship
- Partnership
- Limited partnership
- Limited liability partnership
- Branch office
In theory, these alternatives might serve some business models. In practice, foreign corporations often avoid them due to either regulatory hurdles or unfavourable tax treatment in Singapore or in their home jurisdictions.
The strength of a private limited company lies not only in its recognition but also in its ease of setup. With the right documents in hand — details of directors, shareholders, and other essentials — incorporation can often be completed in just one or two days.
Pre-requisites for Registration
Before a company can be incorporated, certain basic requirements must be met. These are not optional; they are mandatory under Singapore law:
- At least one shareholder.
- At least one director who is locally resident in Singapore. This local director must have Singapore status, meaning they could be a citizen, permanent resident, or a holder of certain work passes.
- A registered office address in Singapore.
- Share capital of at least 1 SGD.
- A company name in English, ending with “Pte. Ltd.” to indicate private limited status.
- Appointment of a company secretary who must also be a local resident.
- Selection of up to two industry scopes that describe the company’s business.
These requirements ensure that companies maintain a tangible presence in Singapore, with accountable officers who can be contacted locally.
Name Approval
Every company needs a name, and in Singapore, names are generally approved within the hour. However, there are exceptions. If the proposed name contains sensitive words like “bank,” “finance,” “law,” or “media,” it could require clearance from an external authority. That can add days, even weeks, to the process.
When selecting a name, a few non-negotiable rules apply:
- It must not be identical or too similar to an existing company’s name.
- It cannot infringe on any registered trademarks.
- Vulgar or obscene terms are rejected outright.
- It cannot already be reserved.
Once approved, the name is held for four months. That gives promoters time to complete the rest of the registration process.
In some industries, additional scrutiny applies. For example, businesses offering medical services or other regulated activities might face referral to governing authorities before a name can be reserved.
Principal Activities
When setting up a company, defining the business’s principal activities is critical. In Singapore, this classification follows the Singapore Standard Industrial Classification (SSIC) code.
Choosing the correct SSIC code is not just an administrative step. It determines how the business will be understood in the regulatory framework. And much like the process for names, if the activities fall into a regulated sector, the application may be referred to a supervising authority for further review.
This requirement ensures that businesses are transparent about what they do from day one.
Registered Office Address
Every Singapore company must have a registered office. But not every address qualifies. The rules are clear:
- The office must be open for at least five hours during regular business days.
- It must be a physical address in Singapore.
- It cannot be just a P.O. Box.
Companies have several options when setting this up. Some rent office space, others choose a virtual office, and in some cases, approval can be obtained for a home office arrangement.
This address is not just a formality. It is the location where official notices and communications are sent, making it an essential anchor point for the company.
Confirmation of Registration
Once everything is in order, ACRA issues an official confirmation email. This email includes the company’s registration number and acts as the certificate of incorporation.
Additionally, companies can request their business profile (commonly known as BizFile). For a small fee, this profile provides the company’s key details:
- Name and registration number
- Any previous company names
- Date of incorporation
- Principal activities
- Paid-up capital
- Registered office address
- Shareholders, directors, and company secretary details
In Singapore, this digital confirmation and BizFile are usually sufficient for most legal and business purposes. They can be used to open bank accounts, sign office leases, or subscribe to telecom services.
Hard copies of the certificate of incorporation are no longer issued by default. However, companies may request one for S$50, with collection available the next day from ACRA.
Final Thoughts
Incorporating in Singapore is designed to be straightforward, but it is by no means casual. Each step — from choosing the right structure, securing approval for the name, deciding principal activities, setting up an office, to filing with ACRA — builds a framework that is both practical and compliant.
For entrepreneurs and corporations alike, the speed of incorporation is a major attraction. With complete documentation, incorporation can be completed in a matter of days. Yet the efficiency does not undermine the checks in place. Requirements like a resident director, a local secretary, and a valid office ensure accountability and real presence in Singapore.
Ultimately, incorporation is more than just an administrative act. It is the foundation of a company’s legal identity, one that sets the tone for its governance and operations. Businesses that get it right at the start position themselves for smoother compliance and stronger credibility in the long run.
