This guide outlines the key points in a simplified manner and omits certain details. For actual application, a deeper understanding of relevant laws is required. Please consult us separately.
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What Is a Company?
A company is a business entity incorporated under the Singapore Companies Act and granted legal personality. Typically, its name includes suffixes such as ‘Pte Ltd’ or ‘Ltd’.
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Types of Companies
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(1) Private Company Limited by Shares
A Singapore-incorporated company that restricts share transfers in its constitution and limits the number of shareholders to 50.
A subset of private companies that qualify for exemption if either of the following applies:
- It has fewer than 20 shareholders, all of whom are individuals; or
- It is 100% owned by the government and recognized by the Minister as an exempt private company.
/Exempt private companies enjoy simplified compliance requirements, such as exemptions from filing annual returns or restrictions on director loans.
(2) Public Company Limited by Shares
A Singapore-incorporated company that may have more than 50 shareholders.
Public companies can raise funds from the public through equity or debt offerings. Such companies must file and register a prospectus with the Monetary Authority of Singapore (MAS).
Incorporating a Local Company
To operate a business in Singapore, incorporation of a company is generally required (though sole proprietorships are available to citizens or permanent residents). The process starts with name approval, followed by incorporation filing.
- The following types of company names are not allowed:
- Undesirable or offensive names
- Names suggesting sole proprietorships, partnerships, or names identical to other companies, LLPs, or LPs
- Names reserved under the Business Registration Act, Companies Act, LLP Act, or LP Act
- Names directed to be refused by the Minister (e.g., “Temasek”)
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Once approved, a company name is reserved for 60 days, with possible extensions.
Except in certain cases, applications must be submitted through qualified professionals such as lawyers, chartered accountants, or corporate secretaries.
Once all documents—such as directors’ consent to act, founders’ constitution approval, and incorporation resolutions—are ready and registration fees are paid, incorporation can often be completed on the same day.
However, if regulatory review or approval is required, the process may take between 14 days and 2 months.
Preparation of Company Constitution
Under Section 19(1) of the Singapore Companies Act, submission of a company constitution is required upon incorporation. Although the company’s business activities may be stated in the constitution, court precedents have established that the stated objects do not restrict actual business conduct. Therefore, many constitutions omit specific business purposes.
For private companies, Section 18 of the Singapore Companies Act requires the constitution to include the following provisions:
(1) A restriction on the transfer of shares.
(2) A limitation on the number of shareholders to a maximum of 50.
Registered Office Address
A company must register a business address in Singapore that is accessible to the public and open for at least 3 hours during standard business hours.
Failure to comply may result in a fine of up to SGD 5,000.
If a company changes its registered address, it must notify ACRA within 14 days of the change.
Shareholders of the Company
A company is required to maintain a register of shareholders. As shareholder information is a matter of public record, the ownership structure of the company is publicly accessible.
Appointment of Directors and Officers
Director
A company must appoint at least one director who is ordinarily resident in Singapore. If no resident director is appointed, the other directors may be subject to monetary penalties.
If a company continues business operations without a resident director for more than six months, the shareholders may become personally liable for debts incurred during that period. (This negates the company’s limited liability.)
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Director Eligibility Criteria
As of 1 March 2009, individuals must be at least 18 years old to qualify as a company director. Certain individuals—such as undischarged bankrupts or those convicted of fraud or dishonesty—are disqualified from serving as directors.
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Company Secretary
All companies are required to appoint a Company Secretary within 6 months of incorporation. The Company Secretary must be a resident of Singapore, and in the case of a single-director company, the sole director cannot concurrently serve as the Company Secretary.
For public companies, the Company Secretary must meet the qualification requirements under Section 171(1AA) of the Singapore Companies Act. At least one of the following criteria must be fulfilled:
- Has held the position of company secretary for at least 3 to 5 years immediately prior to the appointment
- Qualified under the Legal Profession Act
- Registered Public Accountant under the Accountants Act
- Member of the Institute of Singapore Chartered Accountants (ISCA)
- Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators
- Member of the Association of International Accountants (Singapore)
- Member of the Institute of Company Accountants, Singapore
Register of Controllers and Nominee Directors
In addition to maintaining a register of shareholders and directors, companies must also prepare and maintain registers of their controllers (beneficial owners) and nominee directors at the registered office.
While information on controllers is a filing requirement, it is not publicly available through company records. Access is restricted to authorized government agencies in Singapore.
Any changes to the particulars must be filed within 2 business days of the change.
Auditor Appointment
Unless exempted under the Companies Act, companies must appoint an auditor within 3 months of incorporation.
Financial Reporting and Statutory Audit Requirements
A company must hold its Annual General Meeting (AGM) within 6 months of its financial year-end (or 4 months for listed companies), and present audited financial statements for shareholders’ approval.
While audits are generally mandatory, companies that meet the following criteria may qualify for audit exemption:
- The company is a private company throughout the financial year.
- The company meets at least two of the following three criteria for the past two consecutive financial years:
- Revenue does not exceed SGD 10 million.
- Total assets at year-end do not exceed SGD 10 million.
- Number of employees at year-end does not exceed 50.
Note: Audit exemption is assessed on a consolidated basis. If a company is part of a corporate group, the exemption criteria must be evaluated based on the consolidated financial statements of the group.
Therefore, if the parent company is based in Japan and owns subsidiaries in Japan or other countries, the consolidated figures—including those subsidiaries—must be considered for determining audit exemption eligibility.
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Annual Filing Requirements
All companies must file their Annual Return with ACRA (Accounting and Corporate Regulatory Authority) within 30 days after holding the AGM.
The Annual Return provides updated information on the company’s shareholding, directors, and business activities. In most cases, submission of financial statements is also required.
Once submitted, financial statements become publicly accessible through ACRA, and any person may obtain them by paying a nominal fee.