A Beginner’s Guide How to Form a Singapore Private Limited Company

When you opt for Singapore company formation, you have to apply to ACRA, the Company Registrar. And, the private limited company is the most favoured business structure in Singapore.

If you are a first-time business owner or new to Singapore, a beginner's guide that details how to go about the Singapore company formation process will be a great help to you. You can also employ a registered filing agent like SBS Consulting to accomplish the task successfully.

What is a Private Limited Company (Pte Ltd)?

Singapore private limited company registration limits its member's liability to the money they have used to buy its shares. It can have 1-50 individuals/companies as its members. It has a separate legal identity than its members. It means it can sign contracts and acquire assets for its use in its name.

Pte Ltd pays corporate tax on its chargeable income. Afterwards, it can distribute tax-free dividends to its members. The ownership of its shares is easily transferable. It exists perpetually. It is considered a credible business by the lenders and vendors and can raise funds quickly to finance its growth.

To start a private limited company, you need:

• At least one shareholder
• At least one local/resident director
• At least one company secretary
• Minimum initial paid-up share capital of S$1
• Registered office address in Singapore

Documents for Incorporating a Singapore Company

Company Name: Choose a company name that will describe your business activities and help with its branding.

Pattern of Shareholding: After a company is formed, its initial shareholder gets subscriber shares in exchange for initial paid-up capital. Then, it can issue further shares to raise funds. The issued share capital is the nominal value of shares times the number of existing shares.

Shareholders' Agreement: The shareholders' agreement describes the rights and relationship between shareholders.

Details of Shareholders: You need to provide details of at least one individual or corporate shareholder to set up a Pte Ltd. Its shares can be fully owned by a local or a foreigner. It can have as many as 50 shareholders.

Company Director: You need to hire a Singapore resident or an Entrepass holder as the ordinarily resident director of your company.

Company Secretary: You need to appoint a company secretary within the 6 months of registering your company. The appointee has to be an ordinarily resident individual capable of securing the company's compliance with the Company Law.

Registered Local Office Address: You need a registered address for your company office to put on the application to form your company. P.O. Box office address is not valid.

Business Activities in Brief: Choose correct SSIC (Singapore Standard Industrial Classification Code) 2021 to describe your business activities.

Company Constitution or M&AA: The company's constitution describes its intended business activities and how it will be governed.

Auditor: Unless your company exempted from audit requirements, you would need to hire an auditor for it within the 3 months of its incorporation.

Business Profile: Your agent can buy a standard business profile from ACRA by paying a small fee. It gives the name of the company, UEN, date of incorporation, business activities, paid-up capital, registered address and particulars of shareholders/directors/company secretary.

Certificate of Incorporation: ACRA, on successful company set up, sends you an email. In Singapore, it is accepted as the Certificate of Incorporation. Your agent can get its hard copy by paying a small fee.

Share Certificate: The company secretary issues share certificates to the members of the company as proof of their ownership in the company.

First Board Resolution: After Singapore company formation, its shareholders meet and pass resolutions. These cover the appointment of directors, company secretary, auditor, End-of-Financial Year, and opening a corporate bank account.