Company Registration in Singapore from India

Company incorporation in Singapore, also known as company registration, is the official process of forming a business entity in Singapore with the Accounting and Corporate Regulatory Authority (ACRA), the nation's company registrar.

The process involves several key steps, including picking a business structure, selecting a company name, and preparing the necessary documents for submission to ACRA. The procedure is typically simple and can be completed online via ACRA's BizFile+ portal.

Singapore offers Indian businesses a prime environment for global expansion due to several key factors:

• Global and ASEAN Gateway: As a top financial hub, Singapore provides easy access to capital and acts as a strategic entry point to the 660-million-strong ASEAN market, supported by extensive trade agreements.
• Exceptional Ease of Doing Business: Singapore boasts a highly efficient and transparent regulatory environment, enabling quick incorporation, minimal bureaucracy, strong legal frameworks, and a competitive 17% corporate tax rate with no capital gains or dividend tax.
• Tax Benefits: The Double Taxation Avoidance Agreement (DTAA) between India and Singapore eliminates double taxation, fostering cross-border investment and potentially offering tax exemptions on capital gains for holding companies.
• Political Stability and Legal Protection: Singapore's stable political landscape and strong, transparent legal framework, including robust intellectual property protection through the Intellectual Property Office of Singapore (IPOS), create a secure investment climate.
• Skilled Multilingual Workforce: Indian businesses can leverage Singapore's highly educated, diverse, and multilingual workforce (proficient in English, Mandarin, Tamil, etc.), supported by government initiatives for skills development and global talent attraction.

Singapore offers a range of business structures tailored to different operational needs, ownership preferences, and tax considerations.

Below are the main types of entities available for local and foreign entrepreneurs:

1. Private Limited Company (Pte. Ltd.)

The Private Limited Company is the most widely used business structure in Singapore. It is a separate legal entity from its owners, providing limited liability protection to shareholders.

Key Features:

• Requires at least one Singapore-resident director
• Minimum of one shareholder (individual or corporate)
• Must appoint a qualified company secretary within six months of incorporation
• Subject to corporate income tax (currently 17%), with partial tax exemptions available to new startups.

This structure is suitable for small to large businesses looking for scalability and credibility.

2. Subsidiary Company

A subsidiary is a locally incorporated private limited company that is majority or wholly owned by a foreign parent company. It is treated as a separate legal entity, meaning the parent company’s liability is limited to its investment in the subsidiary.

Key Advantages:

• Eligible for local tax benefits and government incentives
• This means its profits are taxed at local Singaporean rates, and it is eligible for the same tax incentives available to resident companies.
• Can conduct any lawful business activity independent of the parent company.

This is a popular choice for foreign companies establishing a long-term presence in Singapore.

3. Branch Office

A branch office is an extension of a foreign parent company and is not a separate legal entity. As such, the parent company is fully liable for the debts and obligations of the branch.

Key Points:

• Must appoint at least one Singapore-resident authorised representative
• Profits are taxed at the standard corporate tax rate.
• Typically not eligible for local tax incentives or grants.

This structure is best suited for foreign companies testing the Singapore market or running specific short-term operations.

4. Sole Proprietorship & Limited Liability Partnership (LLP)

Sole Proprietorship is the simplest form of business, owned and operated by one individual or a registered company. It has no separate legal identity, and the owner bears unlimited personal liability for debts and obligations.

An LLP combines the operational flexibility of a partnership with the benefits of limited liability. It is a separate legal entity, and each partner’s liability is limited to their agreed contribution. Profits are taxed at the individual partners’ personal income tax rates.

This structure is ideal for professional services such as legal, consulting, or accounting firms.

Setting up a company in Singapore is a straightforward process, and Indian nationals will find the requirements clear and achievable. The ACRA oversees company incorporation, ensuring a robust and transparent system.

1. Minimum Age and Legal Capacity

Any individual intending to be a director or shareholder of a Singapore company must be at least 18 years old and of full legal capacity. This means they must be mentally sound and not under any legal disability that would prevent them from entering into contracts or making binding decisions.

2. Requirement for at Least One Resident Director

This is a crucial requirement for all Singapore companies. Every company must have at least one director who is "ordinarily resident" in Singapore. For Indian nationals, this typically means:

• Singapore Citizen
• Singapore Permanent Resident (PR)
• EntrePass Holder (a visa specifically for foreign entrepreneurs setting up businesses in Singapore)
• Employment Pass (EP) Holder (though EP holders require a Letter of Consent (LOC) from the Ministry of Manpower (MOM) before being appointed as a director).

If an Indian national does not meet any of these residency criteria, they will need to appoint a nominee resident director through a corporate service provider.

3. Minimum Share Capital (SGD 1)

Singapore has one of the most accessible minimum share capital requirements globally. A company can be incorporated with a minimum paid-up capital of just SGD 1 (Singapore Dollar One) or its equivalent in any other currency. This makes it highly feasible for startups and small businesses from India to establish a presence without significant initial capital outlay. The share capital can be increased at any time after incorporation.

4. At Least One Shareholder (Can be 100% Foreign-Owned)

A Singapore company must have at least one shareholder. There is no maximum limit for private limited companies (up to 50 shareholders). Importantly for Indian businesses, Singapore allows for 100% foreign ownership. This means Indian individuals or corporate entities can fully own a Singapore-registered company without requiring any local shareholder participation. Shareholders can be individuals or corporate entities and do not need to be Singapore residents.

5. Mandatory Company Secretary

Every Singapore company is legally required to appoint a company secretary within six months of its incorporation. The company secretary must be a natural person and ordinarily resident in Singapore. The sole director of the company cannot also be the company secretary. This role is vital for ensuring compliance with the Companies Act and maintaining accurate corporate records. Many Indian businesses engage professional corporate secretarial service providers to fulfill this requirement.

6. Registered Local Office Address

All Singapore companies must have a registered local office address in Singapore. This must be a physical address, not a P.O. Box. This address serves as the official point of contact for all communications and notices from government agencies and where the company's statutory records and registers are kept.

The registered office must be accessible to the public for at least three hours during ordinary business hours on each business day. It's important to note that the registered office address does not necessarily have to be the actual place of business operations.

7. No Disqualification from Being a Director (e.g., bankruptcy, fraud)

To be a director, an individual must not be disqualified. Common reasons for disqualification include:

• Being an undischarged bankrupt.
• Having been convicted of an offense involving fraud or dishonesty that carries an imprisonment term of three months or more.
• Having been convicted for three or more filing-related offenses under the Companies Act within five years.
• Having three or more High Court Orders made against them, compelling compliance with the Companies Act within five years.
• Having three or more of their companies struck off the register by ACRA within five years.

For Indian applicants, forming a company in Singapore requires specific documentation for ACRA (Accounting and Corporate Regulatory Authority) incorporation, ongoing compliance, and banking.

Personal KYC Documents (for Indian Directors & Shareholders):

• Identity Proof: Passport (mandatory for foreign nationals), PAN card (mandatory for Indian nationals).
• Address Proof: Recent utility bills, bank statements, or rental agreements.
• Photographs: Passport-sized photographs (often requested by corporate service providers).
• Director's Consent: Formal consent to act as director, typically provided during the online ACRA filing process.

Corporate Documents (if the Indian Parent Company is a Shareholder):

• Attested copies of the Indian parent company's Certificate of Incorporation (e.g., certified true copies or notarized copies).
• Copies of its Memorandum and Articles of Association (MoA & AoA).
• Board Resolutions formally authorizing the Singapore entity's formation and director appointments.

Company Information for ACRA Application:

• Proposed company name and legal type (e.g., Private Limited).
• Registered office address in Singapore (must be a physical address, not a P.O. Box).
• Full details (identification, addresses) for all directors, shareholders, and the company secretary.

Supporting Information (as requested by Service Providers / Banks):

• Bank Reference Letters: May be required by corporate service providers for due diligence or by banks for opening the company's bank account.
• Professional Profiles/CVs: Summaries of directors' and shareholders' professional experience, often requested by corporate service providers for KYC and risk assessment.

For Indian entrepreneurs, the company registration process in Singapore is streamlined and can be completed by following these key steps.

Step 1: Appointing a Local Nominee Director

A mandatory requirement for foreign individuals or entities, you must appoint a resident of Singapore (a Singaporean citizen, Permanent Resident, or Employment Pass holder) to serve as a director, ensuring adherence to ACRA's regulatory framework.

Step 2: Choosing and Securing Approval for Your Company Name

Select a distinct company name that is not already in use, offensive, or infringing on trademarks, and obtain approval from ACRA. The approved name is typically reserved for 60 to 120 days.

Step 3: Engaging a Registered Filing Agent or Corporate Secretary

Foreign applicants are required by law to engage a registered filing agent or a corporate secretary to manage the company registration process on their behalf. These professionals possess expertise in ACRA's requirements and will guide the procedure.

Step 4: Preparing the Incorporation Documents

Compile all requisite documents, which generally comprise:

• ACRA's approval for the company name.
• Particulars of all shareholders and directors (including passport copies and proof of address for Indian nationals).
• The registered local office address in Singapore (P.O. Boxes are not permitted).
• Information about the company secretary.
• A brief description of the company's business activities (SSIC code).
• Memorandum and Articles of Association or the Company Constitution.
• Details of the company's share capital (minimum S$1 paid-up capital).

Step 5: Filing the Application with ACRA

The designated registered filing agent will submit the incorporation application to ACRA via their BizFile+ online portal. The online submission process is generally quick, often completed within hours or a few days if no referrals to other government agencies are required.

Step 6: Receiving Your UEN and Certificate of Incorporation

Upon ACRA's approval of the application, you will be issued the company's Unique Entity Number (UEN) and the official Certificate of Incorporation via email. These documents are crucial for subsequent activities such as opening a corporate bank account.

When considering the costs for Singapore company registration, it's important to differentiate between mandatory government fees and professional fees charged by filing agents for their services. Additionally, there are ongoing annual compliance and renewal costs.

Opening a corporate bank account in Singapore for your foreign-owned company requires careful preparation. Both Singaporean and international banks offer various options for businesses, but foreign entities may encounter specific requirements and enhanced scrutiny.

Singapore boasts a robust banking sector, featuring prominent local and international financial institutions. Some of the leading banks include:

• DBS Bank: Recognized as the largest bank in Singapore by assets.
• OCBC Bank: Holds the position of the second-largest bank in Singapore.
• UOB: Stands as the third-largest bank in Singapore.
• Other International Banks: Numerous international banks maintain a significant presence in Singapore, offering a comprehensive suite of corporate banking services.

Documents Required from Indian Directors

Singaporean banks generally require the following documents from Indian directors:

• Identification: A clear and valid copy of the passport.
• Proof of Address: Recent utility bills or bank statements, serving as verifiable proof of residential address.
• Business Information: A detailed business profile outlining the company's nature, operational activities, and the specific products or services offered.
• Board Resolution: A formal board resolution explicitly authorizing the opening of the bank account.

The Bank Account Opening Process

The process for opening a corporate bank account for foreign-owned companies typically involves the following steps:

1. Choose a Bank: Carefully consider factors such as your specific business needs, the bank's established reputation, and its policies regarding remote account opening capabilities.
2. Gather Required Documents: Compile essential documentation, including proof of company incorporation (e.g., Certificate of Incorporation), the company's business profile (e.g., ACRA Bizfile), comprehensive details of all directors and shareholders, and verifiable proof of address.
3. Complete the Application: Accurately fill out the bank's designated application form and submit it along with all the necessary supporting documents.
4. In-Person Verification (Potentially Required): Be prepared that some banks may mandate the physical presence of a director or an authorized signatory for verification purposes, particularly for foreign-owned companies.
5. Submit Minimum Deposit: An initial deposit, typically SGD 1,000 or higher, will be required by the bank to cover setup and initial account fees.
6. Bank Review and Approval: The bank will conduct a thorough review of your application and the submitted documents. This review process can extend over several weeks.
7. Account Opening: Upon successful approval, the bank will proceed to open your corporate bank account.

Once a company is registered in Singapore, essential post-registration obligations involve tax compliance and adherence to regulations from ACRA and IRAS.

Understanding Singapore's Attractive Corporate Tax System

Singapore boasts a highly competitive corporate tax system:

• Flat Corporate Income Tax (CIT) Rate: A flat 17% on chargeable income.
• Single-Tier Tax System: Profits are taxed only at the company level; dividends to shareholders are exempt.
• Territorial Tax System: Generally, only Singapore-sourced income is taxed.

Tax Incentives and Exemptions:

• Start-up Tax Exemption (SUTE): New companies get significant exemptions for their first three years.
• Partial Tax Exemption (PTE): All companies receive partial exemptions on chargeable income.

• No Capital Gains Tax: Singapore does not impose capital gains tax.

Goods and Services Tax (GST) Registration and Filing

GST is a consumption tax in Singapore.

• Current GST Rate: 9% (since Jan 1, 2024).
• Mandatory Registration Threshold: Required if taxable turnover exceeds S$1 million in 12 months (past or expected future).
• Voluntary Registration: Possible for businesses below S$1 million turnover, allowing input tax claims.
• Filing Frequency: Generally quarterly, within one month after the quarter ends. A "nil" return is required even with no transactions.
• Penalties: Imposed for late registration, filing, or payment.

Annual Filing Requirements with ACRA and IRAS

After incorporation, companies must meet annual filing obligations with two main government bodies: ACRA and the Inland Revenue Authority of Singapore (IRAS).

1. Filing with ACRA (Annual Return):

• All companies must file an Annual Return (AR) with updated company information.
• Deadline: Within 7 months (private companies) or 5 months (public companies) after their financial year-end (FYE).
• Financial statements are generally filed in XBRL format.

2. Filing with IRAS (Corporate Income Tax Returns): Companies must file corporate income tax returns annually.
3. Estimated Chargeable Income (ECI): File within 3 months from FYE (can be "nil").
4. Corporate Income Tax Return (Form C-S / C-S (Lite) / Form C): The final tax return.

• Form C-S: Simplified for small companies.
• Form C: For other companies, requiring financial statements and tax computations.
• Deadline: Generally November 30 (paper) or December 15 (e-filing) of the Year of Assessment.

5. Audited Financial Statements: Required if certain thresholds (e.g., S$10M revenue) are exceeded.

Holding Annual General Meetings (AGMs)

The AGM is a crucial corporate governance requirement.

• • Mandatory Requirement: All Singapore-incorporated companies generally must hold an AGM annually.
  • Purpose: Shareholders review financial statements, ask questions, and vote on key matters.

• Timeline:

• • First AGM: Within 18 months of incorporation.
  • Subsequent AGMs: Once every calendar year, with no more than 15 months between them.
  • Financial statements must be up to date, no more than 6 months before the AGM.

• Exemptions: Private companies can be exempt if all members agree and statements are circulated.

Indian entrepreneurs aiming to relocate to Singapore primarily have two visa pathways: the EntrePass and the Employment Pass (EP). The EntrePass is specifically tailored for founders spearheading innovative businesses, whereas the EP is designed for directors and executives employed by established companies.

1. EntrePass (Entrepreneur Pass)

• Purpose: The EntrePass facilitates foreign entrepreneurs in commencing and managing an innovative business within Singapore.
• Eligibility: Requires the establishment of a private limited company registered with ACRA (or a clear intent to register one). The core business must either be venture-backed or demonstrate the incorporation of innovative technologies.
• Requirements: A comprehensive and robust business plan, alongside demonstrable evidence of the applicant's entrepreneurial background, is essential. Additionally, proof of funding from investors or substantial prior business experience is typically required.
• Duration: Initially granted for one year, with subsequent renewals possible for two years at a time.
• Additional Notes: Holders of the EntrePass are exempt from the workers' levy and quota system.

2. Employment Pass (EP)

• Purpose: The Employment Pass is designed for skilled foreign professionals seeking employment in managerial, executive, or specialized roles within Singapore.
• Eligibility: Requires a confirmed job offer from a company registered in Singapore, with the applicant needing to satisfy specific salary and qualification benchmarks.
• Salary: A minimum monthly salary of S$5,600 is mandated, with higher salary thresholds applicable for more experienced candidates to meet eligibility criteria.
• COMPASS Framework: Applicants are assessed under the Complementarity Assessment Framework (COMPASS) and must achieve a minimum score of 40 points, evaluated across various criteria.
• Application Process: The application for an Employment Pass is typically initiated and submitted by the employing company through the Ministry of Manpower's (MOM) EP online portal.

The Singapore Company Registration Certificate, known as the BizFile+, is the official digital document issued by the ACRA that confirms a company's successful incorporation and provides key registration details.

How to Download a Certificate of Company Registration in Singapore?

Once your company is successfully registered with the ACRA in Singapore, you will not receive a physical "certificate of incorporation" in the traditional sense. Instead, ACRA issues a digital "BizFile+". This document serves as the official confirmation of your company's registration and contains all the essential details.

• Log in to BizFile+: Go to the official ACRA BizFile+ portal (bizfile.gov.sg). You will need your Singpass or CorpPass login credentials.
• Navigate to "Buy Information": Once logged in, look for the "Buy Information" or "Buy Extract" section.
• Search for Your Company: Enter your company's Unique Entity Number (UEN) or company name to locate its record.
• Select "Business Profile (Instant Information)": This is the option that provides the comprehensive BizFile+ document. There might be a small fee associated with downloading this document (usually a few Singapore dollars).
• Make Payment: Complete the payment using your preferred method (e.g., credit card).
• Download the PDF: After successful payment, you will be able to download the BizFile+ document instantly as a PDF file. This PDF contains all the registration details, including the company's name, UEN, registration date, business activities, shareholders, directors, and registered address.

How to Check the Status of Company Registration in Singapore?

You can check the registration status of a company in Singapore through the official ACRA BizFile+ portal. This is useful for new registrations to confirm completion, or for verifying the active status of any existing company.

• Access ACRA BizFile+: Go to the ACRA BizFile+ website (bizfile.gov.sg).
• Use the "Check Company/Business Information" Feature: On the homepage, there's usually a prominent search bar or a link that says "Check Company/Business Information" or "Search for Entity."
• Enter Search Criteria: You can search by:
  • Unique Entity Number (UEN): This is the most accurate way to search.
  • Company Name: Enter the full or partial name of the company.
• View Search Results: The system will display a list of entities matching your search criteria.
• Check the Status Column: In the search results, you will typically see a "Status" column. Common statuses include:
  • "Live": Indicates the company is actively registered and operational.
  • "Registered": For new registrations, this indicates successful incorporation.
  • "In Liquidation": The company is undergoing liquidation.
  • "Struck Off": The company has been removed from the register.
  • "Dissolved": The company has ceased to exist.
  • "Defunct": No longer active.

Click on the Company Name (Optional): For more detailed information, you can often click on the company's name in the search results to view a basic public profile, which includes registration date and current status.