Singapore Company Incorporation FAQ

Q. What are the basic requirements to incorporate a Singapore company? 
A. The basic requirements and facts are as below:

Shareholders

Q. Can a foreign person be 100% shareholder of the Singapore company?
A. Yes. Singapore Companies Act allows 100% foreign shareholding of a Singapore company.

Q. What is the minimum amount of authorized capital for incorporating a Singapore company?
A. The concept of authorized capital has been abolished and no longer applies for companies incorporated in Singapore.

Q. What is the minimum amount of paid-up capital?
A. The minimum amount of paid-up capital to open a Singapore company is $1.

Q. Can we increase paid-up capital later?
A. Yes, you can increase the paid-up capital anytime later after the company incorporation. We will prepare the necessary paperwork and lodge it with authorities.

Directors

Q. How many directors are required for incorporating a company in Singapore?
A. With recent changes to Singapore Companies Act, a Singapore company can be incorporated with a single director.

Q. Does Singapore company laws allow foreign directors?
A. Yes, foreign directors are allowed as per Singapore company incorporation laws.

Q. Can all directors be foreign directors?
A. No. At least one of the directors has to be a local resident person. A local resident person is defined as a Singapore citizen, permanent resident, employment pass holder, or dependent pass holder. All other directors can be foreign directors.

Q. I am foreign person and would like to start a business in Singapore. Will I be able to relocate to Singapore to manage and run my business?
A. If you are interested in starting a business and relocating to Singapore, you will need to incorporate a Singapore company and apply for Entrepreneur Pass or Employment Pass.

Q. We would like to setup a Singapore company. However, we don't have a local person in Singapore who can act as the local director. What is your advise on handling the local director requirement?
A. It depends on your plans as follows:

• If you plan to relocate to Singapore as part of incorporating a Singapore company, you can act as the local director once your entrepass/employment pass is approved.
• Alternatively, you can use our nominee director service to satisfy the requirement of a local director. For more details on our nominee director service, please refer to Local Nominee Director Service.
• If you know a local person or if you have a local employee who is willing to act as the local director, you can designate him as the local director.

Q.  If myself or one of our overseas staff member is applying for an employment pass, can we act as the local resident director?
A. Yes, after the employment pass has been approved, you can act as the local director for your Singapore company. 

Local Nominee Director Service

Q. Is a resident director required for registration of a Singapore company?
A. Yes, as per Singapore Company Act, each private limited company must at least one director who is locally resident in Singapore.

Q. If we don't have anybody in Singapore who can act as the local resident director for our company, can you provide the service of a nominee director?  What role will he play in our company?
A. Yes, we can. Our nominee director will not have any financial, management, or operational interest in the company. He will not be involved with any business dealings, contracts, or banking matters of the company. His role is just to satisfy the statutory requirement of a local resident director for your Singapore company.

Q. What are your terms for providing a nominee director service?
A. As per Singapore company laws, the responsibilities of a company director are quite onerous and therefore we have certain conditions that must be fulfilled in order for us to provide a nominee director service. Specifically,

• We would need to be satisfied with the credibility of company beneficiaries and may require additional information on a case-by-case basis.
• We require you to sign a nominee director indemnity letter.
• In addition to our nominee director professional service fee, we require a S$3000 refundable security deposit for the provision of this service.

Q. Why do you need a security deposit? When will we get it back?
A. As per Singapore Company Laws, responsibilities of directors are quite onerous for all directors including nominee director. The nominee director is required to pay for the company liquidation charges in case the foreign client is no longer reachable. Our nominee director service is provided by the reputable and trustworthy professionals and to safeguard interests of the nominee director, we require that a security deposit be kept with us for as long as our nominee director service is active.  Please be advised that no reputable company will provide the nominee director service without a security deposit. The saying 'You Get What You Pay For' is quite appropriate in this case.

A security deposit should not be confused with our Service Fee or some other fee. It's your money that is temporarily in our custody for the duration of our nominee director service. We will refund the security deposit back to you within 2 working days after you no longer need our nominee director service.

Q. Can I terminate your nominee director service anytime?
A. Yes, you can terminate our nominee director service anytime by providing us with the details of an alternate local director. We will do the necessary paperwork, lodge the change with authorities and promptly refund the security deposit back to you.

Procedure, Requirements, Timeline

Q. What is the procedure and timeline to incorporate a Singapore company?
A. The step by step procedure and timeline is as follows:

#	Procedure	Responsibility	Average Timeline
1	Complete Incorporation Details Form	Client	10 minutes
2	Send us passport copies (or IC for Singaporeans) of proposed directors and shareholders for Singapore company	Client	Depends on you
3	Make payment arrangements for our fees as per the quote that will be sent to you. You can make your payment by Credit Card or Paypal, just click on the "Pay Now" button	Client	Depends on you
Upon completion of the above:
1	Reserve company name	Chiew	2-3 hours
2	Prepare necessary incorporation documents	Chiew	0.5 day
3	Sign incorporation documents	Client	Depends on you
Upon completion of the above:
1	Incorporate the company with Accounting & Corporate Regulatory Authority of Singapore	Chiew	0.5 day
2	Prepare post-incorporation documents including bank account opening documents	Chiew	2-3 hours

Q. Can there be any delays in the timeline as mentioned above?
A. Although not the norm but exceptions do exist. On rare occasions, the authorities may take more time to approve the company name or to incorporate the company. These delays can be of two types:

• Delay in the name approval. Sometimes Company Registrar can refer the approval of the name to other government agencies and as such the name approval process can get delayed from normal 2 hours to 2 weeks.
• Delay in the company incorporation. Sometimes Company Registrar can delay the company incorporation based on the particulars of the foreign directors. Under such cases, the incorporation process can get delayed from normal 2 hours to 2 weeks.

Q. What documents do you need from me if I want to incorporate a Singapore company?
A. We will need the following documents from you:

For each non-resident shareholder/director:

• Fax or email us a passport copy (particulars page) and residential address proof (such as recent utility bill, bank statement, or driver license, etc.)

For each Singapore resident shareholder/director:

• Fax or email us a copy of the Singapore ID

If the shareholder is a corporate entity, email us:

• Copy of the Certificate of Incorporation of the parent company
• A copy of the document showing the registered address and directors of the parent company

* Please note that you will need to provide officially translated English versions of any documents that are not in English.

Q. I am a foreigner currently holding an employment pass and working for a company in Singapore. Can I register a company?
A. Yes, you are free to register a company unless your employment agreement with your employer prohibits you from doing so. However, in order to become an employee of your new company you will have to apply for a new employment pass and upon approval cancel your existing employment pass.

Company Secretary

Q. Does a Singapore company need to appoint any other officers besides directors? 
A. The only other officer required to be appointed besides company directors is a company secretary. For more details on company secretarial service, see the next section

Company Secretarial Service

Q. Does a Singapore Company have to appoint a Company Secretary?
A.  Each Singapore company is required to have a professionally qualified company secretary. The company secretary must be a local person in Singapore.

Q. What are the duties of a Company Secretary in Singapore?  
A. A company secretary assists with ongoing statutory company matters of the company. Examples include:

• Change of directors, shareholders, etc.
• Maintaining the register of directors and shareholders
• Issuing share certificates and recording transfers of shares
• Maintaining the register of members and debenture holders
• Preparation and submission of the Annual Returns
• Filing of documents and changes with corporate regulatory body

Q. What is included in the annual fee for your Company Secretary service?
A. Our annual fee for acting as the company secretary includes the following:

• Providing one qualified person as Secretary of your company as required by Section 171(1A) of the Companies Act.
• Attending to routine secretarial matters of the company such as first board meeting, annual general meeting, affixation of common seal, providing company biz profile records.
• Safekeeping, updating, and maintaining registers, minutes book, and other statutory records.
• Reminding you of the various statutory compliance dates

Q. What kind of secretarial services will be chargeable?
A. Secretarial matters of non-routine nature will be chargeable on a per request basis. Examples include:

• Increase of paid-up capital

• Change of shareholding

• Change of M&A

• Change of directors

• Opening of additional bank accounts

• Change of registered address

Registered Address, Phone/Fax Services

Q. Does a Singapore company need to have a registered address in Singapore?
A. All Singapore companies are legally required to have a registered Singapore address.

Q. Do you provide company address and communication facilities?
A. Yes, we can provide the following services:

• Company registered address service
• Dedicated phone and fax number service

Q. Do we need a local address for our Singapore company?
A. Yes, each Singapore company must have a local registered address in Singapore. Our address service allows you to use our address as the registered address for your company.  The Company Registered Address must always be an effective address for delivering documents to the company and its Directors/Shareholders.

We will handle your company mail as per your instructions. You can either pickup mail from our office or we can send it to you at your expense.

Any change in the company's registered address must be notified to Accounting and Corporate Regulatory Authority (ACRA) of Singapore.

Q. How does your phone and fax service work?
A. Our phone and fax service is provided on an annual fee basis. It works as follows:

• Your company will be assigned a dedicated phone and fax numbers.

• A personalized and computerized greeting will be recorded for your company

• Phone calls to your company phone number will be greeted by your company's greeting and either forwarded to a number (as given by you) or to voicemail system.

• The forwarding number can be either a local Singapore number or an overseas number.

• Any voicemail messages received will be emailed to you as a voice attachment.

• Similarly, any fax documents received will be emailed to you as an attachment.

Q. Will there be extra charges for overseas mail and phone forwarding?
A. Yes. For overseas mail forwarding, the courier charges will apply. For overseas phone forwarding, international calling rates (as per telco) will apply. If you need us to forward the assigned phone number to an overseas number, we collect an advance deposit towards international calling charges.
 

Corporate Bank Account in Singapore

Q. What banks can I open a corporate account with in Singapore?
A. Singapore has an excellent choice of well-reputed local and international banks for opening corporate accounts. We normally work with the following banks:

• Standard Chartered (www.standardchartered.com.sg)
• HSBC (www.hsbc.com.sg)
• Citibank (www.citibank.com.sg)
• DBS (www.dbs.com.sg)

Q. What are the bank account opening requirements? Do I have to be present for the account opening procedure?
A. The specific requirements for opening a bank account vary from bank to bank. Most of the banks require that the bank signatories be personally present for the account opening procedure. Our close working relationship with some banks enables us to handle the account opening paperwork without the client coming to Singapore.

Q. How long does it take to open a bank account?
A. Depending upon the bank, it may take from one day to few weeks and whether or not you are present in Singapore for the account opening process.

Q. Can I open a multi-currency account?
A. Depending on the bank, you can either open a single multi-currency account or different accounts for different currencies. 

Q. Can the bank account be opened before incorporate the company? If not, how soon after incorporating the company can I open the bank account?
A. The bank account can only be opened after the company has been incorporated. Upon incorporation of the company, we will prepare the necessary company documents required for opening the bank account and immediately initiate the bank account opening process with the bank of your choice.

Q. What assistance do your provide in opening a corporate bank account?
A. Once the company has been incorporated, we will prepare the necessary corporate documents required by the bank and liaise with the bank officer regarding the bank account opening.

Q. Can I freely move funds between my home country and Singapore?
A. There are no restrictions in Singapore for moving funds in and out of Singapore. You should check with a qualified professional  in your home country regarding the rules and regulations there.

Q. Is the bank account opening guaranteed?
A. The bank is the decision making authority on opening the bank account and not us. Usually the bank will conduct their due diligence (often called "Know Your Client" due diligence) on the proposed activities of the company as well as the background of the principals involved. Under normal circumstances, there should not be any problem with opening the corporate bank account for a Singapore company.

Other

Q. What is the corporate tax rate for Singapore companies?
A. For details on corporate taxation in Singapore, refer to Singapore Corporate Taxes page. 

Q. Do we need to visit Singapore to incorporate a company in Singapore?
A. No, it's not required. We can send you the incorporation documents overseas for signing. You can sign and courier the documents back to us. Upon receipt of the signed documents, we will be able to proceed with the company incorporation. 

However, you may be required by the bank to visit Singapore for the account opening process. For more information on bank account, please refer to Bank Account FAQ page.

Q. How do I engage your services for setting up a company in Singapore?
A. Very simple:

• Just fill up the Incorporation Form and we will follow up from there.
• Upon receipt of your order as above, we will work with you to clarify and finalize your requirements and email you a formal quote for our services along with payment instructions.
• Upon receipt of the payment, we will be able to commence our service immediately.