Documents Needed for Company Incorporation in Singapore

Incorporating a company in Singapore is a straightforward process, thanks to the country’s pro-business environment. However, to ensure a smooth registration, it’s important to gather all the necessary documents required by the Accounting and Corporate Regulatory Authority (ACRA), which governs business registration. In this blog, we will guide you through the essential documents needed for company incorporation in Singapore.

1. Company Name

Choosing a company name is the first step in the incorporation process. Your business name must be unique and comply with Singapore’s naming regulations. Here’s what you need to do:

• Name Reservation: You must reserve your company name with ACRA before proceeding with the incorporation. The name should not be identical to an existing registered company or a name that is considered undesirable or offensive.
• Name Approval: You can reserve the name via the ACRA’s online portal, and it typically takes about 1 to 3 days for approval. If the name is rejected, you will be required to choose a new one.

2. Company Constitution (formerly Memorandum & Articles of Association)

The company constitution is a legal document that defines the rules and regulations governing your company’s internal affairs. This document must be submitted during incorporation and includes:

• Company’s Object: This outlines the scope of your business activities.
• Internal Management Structure: Details regarding the appointment of directors, shareholders, and the division of shares.

For a private limited company, a standard constitution is usually provided by ACRA. You may customize it, but the default constitution is sufficient for most companies.

3. Directors’ Information

Every company in Singapore must appoint at least one director. The director must meet the following criteria:

• At least one director must be a resident of Singapore. A resident can either be a Singaporean citizen, a permanent resident, or a person with an employment pass or dependent pass in Singapore.
• Personal Details: Directors must provide personal information, including full name, nationality, contact details, and identification number (e.g., NRIC for Singaporeans or FIN for foreigners).
• Declaration of Consent: Each director must sign a consent form to accept their position.

You may appoint more than one director, but the total number of directors must not exceed 50.

4. Shareholders’ Information

Your company must have at least one shareholder, but can have up to 50 shareholders for a private limited company. Shareholders can be individuals or corporate entities. The required documents for shareholders include:

• Personal Details: Full name, nationality, residential address, and identification details (NRIC or FIN).
• Shareholding Structure: A list of shareholders and the number of shares they will hold in the company. You must specify the shareholding percentage of each shareholder.

In case of corporate shareholders, you will need to provide the corporate entity’s registration details, such as its business registration number and its directors’ and shareholders’ information.

5. Company Secretary Information

A company secretary is required for every company incorporated in Singapore within six months of incorporation. The company secretary ensures compliance with legal requirements and corporate governance standards. The documents required for appointing a company secretary include:

• Personal Details of the Secretary: Full name, professional qualifications (if any), and contact details.
• Consent to Act as Company Secretary: The appointed company secretary must sign a consent form to accept the role.

The company secretary must be a Singaporean resident and may not be the sole director of the company.

6. Registered Address

Every company in Singapore must have a local registered address. This address will be the official address for receiving legal correspondence from ACRA and other government bodies. The requirements for the registered address are:

• Proof of Address: You will need to provide proof that the address is valid for use as your registered office. This could be a lease agreement or a utility bill if the address is a rented office or business premises.
• Location Restrictions: The registered address cannot be a P.O. Box; it must be a physical address in Singapore.

7. Identification Documents for Directors and Shareholders

To complete the incorporation process, you will need to submit valid identification documents for the company’s directors and shareholders. This includes:

• For Singaporean Directors and Shareholders: A copy of the Singapore National Registration Identity Card (NRIC).
• For Foreign Directors and Shareholders: A copy of the Foreign Identification Number (FIN) or passport for identification purposes.

The documents must be in clear and readable copies, and ACRA may request additional documents for verification.

8. Paid-Up Capital

The minimum required paid-up capital for incorporating a private limited company in Singapore is SGD 1. However, depending on the nature of your business, you might need a higher amount. The paid-up capital can be contributed in cash or by assets, and proof of the payment will be required.

Once your company is incorporated, the paid-up capital can be increased if necessary, and there is no cap on the maximum amount of capital a company can have.

9. Business Activities (SSIC Code)

Singapore uses the Singapore Standard Industry Classification (SSIC) system to classify the business activities of companies. You will need to choose an SSIC code that best matches the nature of your business. The SSIC code helps the government categorize businesses for statistical and regulatory purposes.

You can find the full list of SSIC codes on the ACRA website and select the most relevant code for your business.

10. Proof of Payment for Incorporation Fees

The company registration fee in Singapore is generally low compared to other countries. You will need to make the payment for the incorporation process through ACRA’s online portal. The payment can be made via credit card or other electronic methods.

You should have a record of the payment made during the incorporation process for your reference.

Conclusion

Incorporating a company in Singapore is a relatively simple and quick process, thanks to the country’s business-friendly environment. However, it’s crucial to ensure that you have all the necessary documents in place before starting the incorporation process. By preparing the required documents—such as the company name, constitution, directors’ and shareholders’ information, and proof of address—you can streamline the registration and set your business up for success. Make sure to stay compliant with all legal and regulatory requirements, and seek professional advice if necessary. With the right documents, you’ll be on your way to running a successful company in Singapore.