Setting up a company in Singapore

A foreigner who wants to register a company in Singapore must engage a corporate service provider to reserve the name and register the business structure, and must meet the local residency requirements. Those requirements are the part that most often surprises a first-time founder, because they apply to the company rather than to the owner: a company needs a resident, whether or not its shareholders are based here.

Every business must have at least one local resident in Singapore. Local residency is satisfied by a Singapore citizen, a Singapore permanent resident, or a valid holder of an Employment Pass, a Personalised Employment Pass or an Overseas Networks and Expertise Pass. A holder of another type of pass should check with the issuer of that pass before relying on it: an Employment Pass holder, for example, must first seek a Letter of Consent from the Ministry of Manpower.

Only the person who reserved the company name can register the company, and that person must also be appointed a director or a secretary. A corporate service provider can register on the applicant’s behalf, which is how a founder who is not in Singapore completes the filing.

Directors have to meet their own conditions. A director must be ordinarily resident in Singapore, at least 18 years old, mentally fit to make decisions, a Singapore citizen or permanent resident or someone who otherwise meets the local residency rules, and must not be banned or disqualified — an undischarged bankrupt, for example, cannot act. It is not possible to be what is often called an inactive, nominee or sleeping director: all directors carry responsibility under the legislation whether or not they take an active part in the business.

Every company must have at least one director and at least one company secretary. Treatment of officers is where a registration most often falls out of compliance after the fact, because the deadlines continue to apply after the company has been set up.

The secretary must be appointed within 6 months of registration, and the position cannot be left empty for longer than six months. The secretary must be a real person rather than a company, must meet the residency rules, and must not be the same person as the sole director.

Unless the company is exempt, an auditor must be appointed within 3 months, unless exempt.

Changes to officers are not open-ended either: they must be filed with ACRA 14 days.

Every company must have a registered office at a Singapore address. It does not have to be the place where the business actually operates, and for a company that is being set up before it has premises, a service address is the usual answer.

What it does have to be is reachable. The registered office must be open and accessible to the public during normal business hours on each business day, and must be open for at least 3 hours each business day.

Registration is done on ACRA Bizfile. A name must be reserved first, and the entity type that is registered must match the reserved name. The sequence through Bizfile is: reserve the name; open the Register new business entity eService; enter the company details; add the position holders and shareholders; add the nominator information; add the controller details; add the share capital details; allot the shares; submit the constitution; complete the final review, endorsement and payment; and then check the Bizfile inbox.

In most cases a straightforward application is approved soon after payment. A complicated case can take up to 15 working days, and a case that has to be referred to another authority can take 14 to 60 days.

Registration is a legal duty rather than an optional formality.