Foreigners’ Guide To Setting Up Company In Singapore

If you are a foreigner looking to set up your company in Singapore, this article will walk you through the process and requirements.

Before you get started, it is important you consider the various corporate structure set up available. As a foreigner, you can consider setting up your business via a exempt private limited by shares company or a partnership. For today’s article, we will be focusing on the requirements and steps to set up a exempt private limited by shares company.

1. Determining the Company Name

Start first by deciding on a suitable name for your company. Avoid using contentious words such as names of famous people or countries or anything that may potentially infringe on other’s trademarks. Doing so may result in rejection or delay in approval and this will in turn delay the time required to get your company up and running.

We always recommend our clients to come up with 3 preferred choices and apply to have any 1 of names approved.

Once this is done, you may then be able to proceed to incorporating the company.

2. Determining the Type Of Company

You can choose between a private company limited by shares, exempt private company, public company limited by shares or a public company limited by guarantee. This is very much dependent on the number of shareholders the company will have and the type of shareholders (whether if there is any company whom is a shareholder).

If you are setting up a charity or non-profit organisation, then your choice will be to set up a public company limited by shares.

For most of our clients, exempt private company will be the best fit for their purpose. You can have up to 20 shareholders whereby all of the shareholders must be natural persons.

3. Appointment of Directors and Company Secretary

In order for the company to function, the company must have onboard at least 1 director and 1 company secretary.

A company director is an officer appointed to run the company on behalf of the shareholders. He/She must at all times, act in the best interest of the company.

The director must be at least 18 years of age and in good legal and financial standing.

Do note that the company must have at least 1 local resident in Singapore as a director. Local resident refers to someone who is a Singapore Citizen, Singapore Permanent Resident, Entrepass holder or Employment Pass holder.

As a foreigner setting up a company in Singapore, you will need to appoint at least 1 director who is a local resident in Singapore. If you do not have anyone suitable, you can decide to engage a nominee director service.

Within 6 months, the company must also appoint someone as a company secretary. The company secretary must be a natural person who is locally residing in Singapore.

Someone who is serving as a director may also take on the role of a company secretary for the company, provided there are at least 2 directors in the company.

If you engage us for your company incorporation, we will serve as your company secretary.

4. Shares and Shareholders

The company requires at least 1 shareholder. As a foreigner, you are allowed to be the 100% sole shareholder of the company.

You need to decide on how many shares to be issued upon incorporation. Minimum is SGD $1.

When you get more investors in the future, you can increase the issued shares of the company to be distributed out to vested parties.

5. Registered Office

All local companies in Singapore must indicate a registered office with a local address. This is the place whereby all important correspondences can reach the company and also where all the important documents and registry of the company are kept.

This registered address must be accessible to the public during office hours. It may or may not be the same address whereby your business is operating.

6. Company Constitution

The constitution is a legal document that specifies how the company will be governed, rights and obligations of the various stakeholders of the company. Unless there are specific needs, we recommend the usage of the model constitution provided by ACRA.

7. Financial Year End

You will also be required to determine the financial year end of the company. This date will decide when your company have to do annual return filing. This can be changed subsequently.

8. Business Activity

During incorporation, you will be asked to state down the business activities whereby your company will be engaging in. There is a pre-determined list that you can choose from. For certain trades, you may be required to secured additional licenses from the relevant government department before you can begin operating.

9. Company Bank Account Opening

The opening of a company bank account can only be done after the company has been successful set up.

For foreign owned companies, the checks conducted by the banks are a lot more rigorous. But nevertheless, it can be done and many of our foreign clients have successfully opened their company bank account.

Getting Ready To Submit Application To Incorporate New Company

Before the submission proper, it will be important that you first consider the points stated above. Thereafter, you should have the personal documents of the stakeholders ready. These include passports, address verification etc.

As a foreigner, you will need to engage a registered filing agent to do the incorporation on your behalf. 

If you would like to find out more about the cost of setting up a company in Singapore, get in touch with us today!

 

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