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

Thursday, June 21, 2018 6:09
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It is considered a must for every company in Singapore to be registered with the proper authorities before it is allowed to carry out any form of business. There are many different types of business to choose from when you want to start one.

The most common choice that many pick is the private limited company. The company registration servicesare important steps that every interested person has to fill up in order to start on the process of incorporation.

The process of having your company incorporated takes a few hours only if you have all the documents prepared in advance. A limited company is called limited because its shares are a separate unit from the normal shareholding. It is also recognized as a unit that attracts taxation without being attached to the company assets.

Therefore, the shareholders are not held accountable for any of the company’s liabilities as well as debts that exceed the amount of their share capital.

The important requirements to a register a company in Singapore include:

  • One shareholder for individual or corporate entity
  • One director who must be a resident
  • Physical Singapore office address
  • One secretary
  • Initial payment of at least $1 that works as the share capital

Required documents for the company registration in Singapore

For your company in Singapore to be incorporated, there are some important documents that you have to present. These must be presented before the incorporation process begins. 

  • The choice name for your company – When choosing the preferred name of your company, you have to think in terms of building your brand in future. When getting a business name, ensure that it talks about the activities that your business engages in. out if your choice of name matches with the same domain name that is appropriate for a web address in order to increase your business in today’s market.
  • Description of business activities you are involved in – You must use the business measure that is known as the Standard Industrial Classification Code to select the business activities that your company will be engaged in.
  • Description of the shareholding design – A private limited company is required to issue one or more shares to the initial members known as subscriber share. The company is able to increase its capitalization by issuing more shares.A Singapore private company can be registered with a minimum of S$1.
  • A well-drawn shareholders’ agreement – A proper shareholders’ agreement must be signed by all the shareholders to avoid any future disputes from arising.This agreement expresses the relationship amongst shareholders,stipulating their respective obligations and rights. This agreement is meant to protect the interests of every company member as well as give controlling rights to everyone and especially those behind the idea.
  • Personal details of shareholders – Details of at least one individual or corporate shareholding are required. The companies act allows at most 50 shareholders. They all need to submit their details to the company before the incorporation begins.  
  • Personal details of directors – At least one director must be a resident of Singapore, a Singapore citizen, a Singapore permanent resident or one who holds a dependent’s pass or an employment pass.
  • Registered address – The private limited company must have access to a formal address for any correspondence to be sent through. The registered address must be a physical address and cannot be a P.O. Box. Residential address can be used but only for certain types of business that pass for that kind of requirement.
  • Personal details of the company secretary – All private limited companies must have a company secretary within a period of six months after the company is incorporated. The company secretary must have the experience and knowledge to ensure all the regulations are complied with.
  • The memorandum of understanding and articles of association – The memorandum specifies the kind of business the company will undertake. The Articles of Association show the rules that govern the management of the company. The registrar also provides a standard memorandum. This standard memorandum should be used as a guideline to draft the company’s memorandum of understanding. 
  • Hire an auditor – All registered companies in Singapore are required to hire a qualified auditor in the first three months of incorporation.This is for all the companies unless they are exempted from the audit.

Once your private limited company is successfully incorporated, you are issued with the soft copies of the following documents.

  • A company business profile – The registrar’s office issues you with an email that confirms that the company is already incorporated. The business profile carries the UEM that is an identification number issued by the government to any company registered in Singapore. 
  • The incorporation certification – This certificate comes in a hard copy that is purchased by the company if need be.
  • A share certification – This certificate constitutes proof that the company has got shareholders as well as the shares each is assigned to.  The company secretary is mandated to issue the certificate to members.
  • The first board meeting resolution – The resolution shared is required to help in the appointment of some of the shareholders as directors and making it official.
  • An existing bank account opening resolution – A private limited company is known as an individual unit that must operate its own bank account.
  • A signed resolution by the board of directors of the company – They authorize the opening of the account.

To run a business in Singapore, you will require:

  • An official company seal – It is one of the legal requirements for every business in Singapore.
  • An official company stamp – A company stamp is used to confirm the credibility of the company. It also makes the company’s documents official and more authentic.This is the reason why all the official company documents must have a rubber stamp.

To finalize the incorporation of the private limited company, you need to fulfill the new filing and compliance requirements. These requirements include:

  • The annual general meeting minutes
  • Filing the company’s annual returns
  • Filing the company’s tax returns
  • Projected fiscal year determination

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