How To Register a Company in Singapore – 2024 Complete Guide

Selecting the appropriate business structure in Singapore is paramount, as it directly affects liability, taxation, and regulatory responsibilities. This decision dictates the governance of the business, its legal standing, and the degree of personal liability involved. Opting for the correct structure ensures adherence to regulations, mitigates risks, and enhances operational effectiveness, ultimately shaping the company’s prospects for long-term success.

Private Limited Companies (Pte Ltd)

A private limited company in Singapore, commonly abbreviated as “Pte Ltd,” is recognized as a distinct legal entity with limited liability.

It is permitted to have up to 50 shareholders and offers advantages such as corporate tax exemptions and access to various government initiatives and incentives aimed at fostering business growth. Shareholders of a private limited company can comprise other corporations, individuals, or a combination of both.

Compared to other company structures in Singapore, a Private Limited Company (Pte Ltd) stands out as the most scalable, sophisticated, and adaptable business form. It is also the most prevalent and favored type of business entity, surpassing limited liability partnerships (LLP) or sole proprietorships (SP).

Sole proprietorships (SP)

This business type is relatively simple but entails greater risk for its owner, as the owner is personally liable for the company’s obligations.

Legally, a sole proprietorship is not a distinct entity; instead, the owner—whether an individual or a legal entity—and the business are treated as one entity.

In addition to Singapore citizens and permanent residents, only foreigners holding a Dependant’s Pass, Overseas Networks & Expertise (ONE) Pass, or a Letter of Consent are permitted to register a sole proprietorship.

Limited liability partnerships (LLP)

An LLP (Limited Liability Partnership) is owned by a minimum of two partners, who can be individuals or corporate entities, and is regarded as a distinct legal entity separate from its partners.

Typically, an LLP is established to conduct a professional practice, such as law firms or architectural firms, where multiple individuals or entities wish to collaborate and establish a practice in their respective field. Profits earned are subject to taxation at the partners’ personal income tax rates if the partner is an individual, and at corporate tax rates if the partner is a corporate entity.

LLPs are ineligible to secure government loans. Furthermore, the presence of at least two partners is mandatory at all times, failing which the company may be dissolved. Additionally, LLPs lack the ease of transfer of ownership compared to other business structures.

What Is a Unique Entity Identifier (UEI) and Why Do You Need It?

A Unique Entity Number (UEN) is a unique identification number consisting of 9 or 10 digits assigned to all entities operating in Singapore. Unique Entity Number (UEN) in Singapore are issued by designated government agencies authorized by legislation to register specific types of entities.

Introduced in 2009 by the Ministry of Finance (MoF) and the Accounting and Corporate Regulatory Authority (ACRA), the UEN system facilitates convenient interaction between business entities and various government and private agencies through a single identification number.

The following entities operating in Singapore are required to obtain a UEN:

  • Businesses
  • Local companies
  • Limited liability partnerships
  • Trade unions
  • Representative offices
  • Healthcare institutions
  • Societies
  • Branch offices
  • Businesses and local companies registered prior to 2009 were permitted to use their old ACRA Registration Numbers as UENs.

Essential requirements for registering a Singapore company

To initiate and operate a business in Singapore, you must first select your preferred business structure. Subsequently, you’ll need to register your company with the Accounting and Corporate Regulatory Authority (ACRA), the regulatory body overseeing business entities in Singapore under the Ministry of Finance. Finally, setting up a corporate bank account is necessary. Here’s a checklist of essential requirements for registering a Singapore company:

Company name: Ensure that your proposed name is approved by ACRA, following tips for selecting an appropriate company name.

One or more directors: Directors must be individuals aged 18 and above, without disqualifications from holding directorship in Singapore or elsewhere.

One or more resident directors: At least one locally resident director is required at all times, who must be a Singapore citizen, Permanent Resident, or hold an EntrePass visa at the time of company registration.

Between 1 to 50 shareholders: Shareholders can be individuals or legal entities such as trusts or other companies, with Singapore allowing 100% foreign ownership of local companies.

Paid-up capital: The minimum paid-up/share capital for company registration in Singapore is S$1, with the option to increase capital post-registration.

Registered address in Singapore: The company’s provided address must be a physical location within Singapore, with P.O. Boxes not accepted.

Company secretary: Every company must appoint a company secretary responsible for assisting directors in preparing and filing necessary documentation to ensure compliance.

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