Company Registration & Incorporation

To register a company in Singapore, the minimum paid-up capital required is just SGD 1. Additionally, every company must have at least one shareholder, which can either be an individual or a corporate entity.

Every company must have at least one local director, who must be a Singapore Citizen, Permanent Resident, or an Employment Pass holder. The director must also be at least 18 years old and a natural person.

A company’s proposed name must be approved by the Accounting & Corporate Regulatory Authority (ACRA). The name:

• Must not be identical to or too similar to an existing registered entity.
• Avoid using offensive, undesirable or sensitive words.

All companies must appoint a company secretary within six months of incorporation. The secretary must:

• Be a natural person residing in Singapore.
• Have adequate knowledge of corporate compliance if serving a private company.

Every business must have a registered office in Singapore that is operational and accessible to the public during normal office hours.

Companies may be exempted from audits if they qualify as a small company or belong to a small group.

A company qualifies as a small company if it meets at least two of the following conditions for the two preceding financial years:

• Annual revenue does not exceed SGD 10 million.
• Total assets do not exceed SGD 10 million.
• The company has 50 or fewer employees.

If a company is part of a group, the same criteria apply to determine whether it qualifies as a small group.

Unless exempted, companies must appoint an auditor within three months of incorporation to comply with Companies Act in Singapore.

Companies (unless exempted) must conduct their AGM within six months after the end of the financial year. Following this, the annual return must be filed within seven months after the financial year-end.

Companies that do not qualify for audit exemptions must file audited financial statements annually with ACRA. Even if a company is exempted from audits, it must still maintain proper accounting records to prepare financial reports.

Singapore allows the appointment of nominee directors. However, under the law, nominee directors hold the same responsibilities as executive directors in ensuring compliance with company regulations.