The First Step to Register a Business in Singapore

The very first thing you’ll want to do is – come up with a company’s name. Before the nitty-gritty paperwork begins, you’ll have to submit the name of your company to the Accounting and Corporate Regulatory Authority (ACRA) online portal.
Once you’ve decided on a name, you will have to check if the company’s name already exists in Singapore. If the name is taken, please choose another otherwise ACRA will not approve your application.
You can check on BizFile+ if the company’s name already exists.
Once you have the company’s name, ACRA will approve your application within 1 day or more. The company name application fee will cost SGD$15 while the registration of the company will cost SGD$300.

ACRA will also not approve your company’s name if:

– it contains vulgar or inappropriate names
– shares similar establishment names or trademarks such as Raffles and Temasek
– it is identical to any other existing business in Singapore
– it is reserved by another company

Requirements You Should Know When Starting a Business in Singapore

1) Who can be the shareholders in the company?

A person or a corporate entity is eligible to be shareholders of the company, no matter if they are local or foreigner. There is also no restriction for a company to be fully owned by a foreigner too.
Company incorporation in Singapore is entitled to have at least 1 shareholder or up to 50 shareholders.
More information about shareholders can be found here.

2) Who can be the directors of the company?

A private limited company in Singapore can have multiple directors, both local and foreigner.
But you must appoint 1 local director who is a Singaporean resident as one of the company directors. He/she can either be a Singapore citizen, a Singapore permanent resident (PR) or an Employment Pass/EntrePass holder. Also, he/she must be at least 18 years of age to be eligible as a local director.
If you are a foreigner and you want to manage your business as a local director in Singapore, apply for the Employment Pass or EntrePass instead. The process will be much easier and less sophisticated.

3) Who is eligible as the corporate secretary?

When setting up your Singapore business incorporation, it is advisable that you employ a secretary who can handle the necessary paperwork to ensure everything goes according to the law and by the book. Since the secretary will have access to the company’s personal information, he/she will be responsible for the company’s registers, minutes book and electronic filings with ACRA.
Choose a secretary that has a wide knowledge around business registration, company formation, corporate laws and company formations, not to mention is also experienced and capable of carrying out his/her duties when needed so.
Under the Singapore Companies Act, a director or the head of human resources must hire a company secretary within six months of incorporation.
However, it’s also possible to appoint a professional corporate secretarial firm such as EBOS Cloud Accountant to handle this tedious process for you succinctly.

4) What is the minimum share capital or paid-up capital?

Shareholders can pay as low as SGD$1 in exchange for shares in Singapore. In other words, the company will receive SGD$1 each time an investor, individual or entity decides to buy a share from the company – assuming that the company is denominating one share at SGD$1. The paid-up capital is usually used for its day-to-day operations, and the more paid-up capital there is, the more credibility the company has.
For foreigners who want to start a company in Singapore under the EntrePass, the minimum paid-up capital is SGD$50,000.

5) Do I have to be in Singapore

All company incorporation services in Singapore can be handled remotely.

6) How do I set up my bank account

All company incorporation services in Singapore done by EBOS Cloud Accountants will have access to a digital bank and a local bank so that you can starts operation immediately at the fastest and most convenient way.

1.) Write a No Objection Letter 

You will need to declare that you’re switching your company from a sole proprietorship into a private limited entity. In order to do that, you will need to write a letter to ACRA and state that you have no objection of using the current business name and switching to a private limited company. Remember, the owner of the sole proprietorship company is the only one who can request and write the letter.

2.) Transition to a Private Limited Company (Pte. Ltd)

Aside from the letter, you will need to ensure that you fill-up the necessary paperwork to convert your business into a private limited company. You also need to inform ACRA of the effective transition date. The requirements are similar to starting a private limited company in Singapore.

Here are the minimum requirements you will need when switching to a Pte Ltd:
Acquire a minimum of 1 shareholder or up to 50 shareholders
Employ at least one Singaporean resident as the director of the company (Note: This is compulsory.)
A knowledgeable secretary who has access to your company personal data
A minimum of SGD$1 of initial paid-up capital
A registered office address (PO Box address is not allowed)

3.) Transfer of Business Assets

The next step is to submit all business assets and liabilities data to the newly incorporated private limited company, including the existing contracts of the previous business.
In this instance, it’s recommended that you engage with a lawyer to prepare the transition to the new company such as tenancy agreements and other contracts. At EBOS, you will be provided with a lawyer if you require assistance for such procedures.

You will also need to notify JTC, a leading industrial company that supports the growth of new industries and transforms enterprises in Singapore, regarding the transfer of title deed.
The following documents that are needed for submission are:

(i) Open a new bank account under the private limited company 

A private limited company in Singapore can have multiple directors, both locals and foreigners.
But you must appoint 1 local director who is a Singaporean resident as one of the company directors. She/he can either be a Singapore citizen, a Singapore permanent resident (PR) or an Employment Pass/EntrePass holder. Also, he/she must be at least 18 years of age to be eligible as a local director.
If you are a foreigner and you want to manage your business as a local director in Singapore, apply for the Employment Pass or EntrePass instead. The process will be much easier and less sophisticated.

(ii) Convert net assets into paid-up capital

As the owner, you can convert the company’s net asset value into paid-up capital for the private limited company via resolutions and agreements. Any debt that needs to be settled must do so now (such as summons, fines, or penalties) before the transfer of such assets.

(iii) Inform existing trade debtors about the newly incorporated private company

Send a letter to all existing trade debtors about the company’s transition to a Private Limited Company. You must also provide a new GIRO application form to your customers if transactions were made through GIRO.

(iv) Trade payables

Any existing fines and penalties under the previous company should be paid and settled before closing the company.
All creditors must be settled before the closure of the Sole-Proprietorship. Creditors will also include any fines and penalties that exist in the Sole-Proprietorship.

(v) Provide a Service Agreement from the Sole-Proprietorship 

A letter of Service Agreement will be required and it must indicate the change of business entity and business structure at a desired time and date.

(vi) Prepare new contracts and leases

Any contracts or leases issued to the sole-proprietorship will now be invalid. A novation, contracts, or leases will be required under the new company.

(vii) Obtain new licenses and permits

Previous or newly licenses and permits from the previous company are not transferable due to the difference in UEN. Hence, you must register for new licenses and permits. Fill up the necessary application form and pre-requisite documents, and submit them to various government authorities.

Final Reminder

The transfer of assets and liabilities to the new private limited company must be processed and submitted immediately for ACRA filling. All the above requirements should be resolved and completed by 6 months. 

4.) Termination of Sole Proprietorship 

Once the above is concluded, ACRA is to be informed that you have ceased to carry on the business as Sole-Proprietorship. ACRA will review and give a final approval upon the submission such notice.