Here is a guide for the requirements before incorporating a company in Singapore as required by Accounting and Corporate Regulatory Authority (ACRA). Requirements include: 

1. Company Type
2. Shareholders
3. Company Shares
4. Appointing Key Personnel
5. Registered Office Address
6. Company Constitution
7. Deciding on the Financial Year End

1. Company Type

There are 4 types of companies as defined by ACRA:

i) Private Company Limited by Shares

Maximum shareholders: 50

ii) Exempt Private Company (EPC)

Maximum shareholders: 20
No corporation can be a shareholder

iii) Public Company Limited by Shares

Is allowed to have more than 50 shareholders.
Can raise capital through a public share offering or issuing debentures.

iv) Public Company Limited by Guarantee

Usually formed for non-profit activities
Consists of members instead of shareholders where, in the event the company is wound up, these members agree to pay a fixed amount.

2. Shareholders

ACRA requires a minimum of 1 company shareholder. All shareholders are required to submit the following:

i) Identification
Singaporean: NRIC
Foreigners: Passport copy

ii) Contact Information
Telephone Number
Email Address

iii) Residential Address

3. Company Shares

The minimum capital required is $1. This applies to issued capital only. 

Note: Paid up capital has no minimum.

Types of shares available:

i) Ordinary Shares
These shares qualify shareholders for dividends as well as give the right to vote. 

ii) Preference Shares
The benefits and rights for preference shares are decided by each company. In general, preference shareholders get preferential rights over ordinary shares, usually in the form of dividend payouts.

4. Appointing Key Personnel

Key personnel are required to provide the following:

i) Identification
Singaporean: NRIC
Foreigners: Passport copy

ii) Contact Information
Telephone Number
Email Address

iii) Residential Address

Key personnel include:
a. Director
b. Company Secretary
c. Auditor

a. Director

The company director oversees the managing company affairs. Requirements for a company director include:

Age: 18 Years and above
Legal Capacity: Full
Citizenship: Singaporean, Singapore Permanent Resident, EntrePass Holder or Employment Pass (EP) Holder.
Financial Status: Cannot be an undischarged bankrupt

Noted: EP holders who want to become a director of a local company must obtain a letter of consent from the Ministry of Manpower (MOM)

b. Company Secretary

ACRA’s requirement for a company secretary states that the person has to be a:

• Natural person
• Local Singapore resident

There are 2 scenarios:

Company with a Sole Director
The company secretary position cannot be held by a sole director as it would be held by the same person.

Company with Multiple Directors
In a company with more than one director, the company secretary position can either be filled by one of the company directors or by a third party.

The company secretary role cannot be left vacant for more than 6 months, this applies to all companies.

Public companies are required to appoint a qualified company secretary

c. Auditor

Unless the company is qualified for audit exemption, companies are required to appoint an auditor within its first 3 months of incorporation.

Small Company
As long as a company qualifies as a small company, it is exempted from auditing.

For a company not part of any group:

• The company has to qualify as a small company

For a company that is part of a group both of the below criterias must be met:

• The company has to qualify as a small company
• The entire groups qualifies as a ‘small group’
  

Criteria for small company:

• Private Company in the financial year
• It meets at least 2 of the 3 criterias for the last 2 financial years:
  • The company’s total annual revenue is less or equal to S$10 million
  • The company’s total assets is less than or equal to S$10 million
  • The company does not exceed 50 employees

Criteria for a small group:

• The group must meet at least 2 of the 3 criterias for the last 2 financial years on a consolidated basis.

Foreigners who wish to incorporate a local company in Singapore

Requirements include:

i) The individual would have to engage a registered filing agent such as a corporate secretarial firm

ii) Employing a director who meets the requirements as stated above. 

5. Registered Office Address

This is where all communications and notices to the company are addressed, and the place where the company’s register and records are kept.

The registered office must be operational and accessible to the public during normal office hours. However, the registered office does not have to be where the company conducts its business activities.

6. Company Constitution

After the enactment of the Companies (Amendment) Act 2014, companies are required to adopt a single document constitution. This applies to all companies incorporated on or after 3 January 2016.

The company constitution is a legal document that:
i) Describes the company’s key characteristics
ii) Contains rules and regulations on its governance
iii) Describes the operations of the company and how they will be carried out
iv) States the directors, shareholders and company secretary responsibilities

An alternative would be to use the  model constitution during your incorporation.

7. Deciding on the Financial Year End

A choice would have to be made on whether the accounting period covers:
i) 12 months or
ii) 52 weeks.

You’ll also have to determine the date of your corporate filing and taxes.


Pro Frontier provides company incorporation services. Feel free to reach out to us for more information.