DIY Company Registration
Essential Guide to Incorporating Your Own Singapore Company or Business
DIY company registration or registering a Singapore company yourself is not that difficult if you are a hands on person and don't mind putting in some effort and time to learn the process of incorporating your own Company. Most importantly, we are here to help you succeed regardless of whether you do it yourself or hire our company incorporation service.
There are probably some questions which you may wish to ask prior to the company or business registration - whether you need to register a business to perform your activities, what type of businesses (sole proprietorship, partnership or company) should you register, etc. We have them covered below.
Must I register an entity with ACRA for my business?
Is it necessary for you to register your business or company with Accounting & Corporate Regulatory Authority (ACRA) to carry on business in Singapore? The answer is “yes” under Section 5 of the Business Names Registration Act. However, there are exceptions like licensed hawker, taxi driver, etc. and persons specifically excluded from business registration under Section 4 of the Act.
Deciding the type of business before DIY Company Registration
There are 3 main types of business registration with ACRA and they are
- Sole Proprietorship
Sole Proprietorship and Partnership are not considered separate entity from the owner (i.e. the owner can be sued for their personal assets when the businesses suffer losses or face any law suits). There are different types of partnerships – limited partnership and limited liability partnership.
Company is separate entity and it is either owned by shareholders or by guarantors. The shareholders or guarantors should only lose up to the money contributed or guaranteed in normal circumstances. Most companies in Singapore are owned by shareholders rather than guarantors. The most common type of company setup is private company limited by shares.
The video and electronic guide on setting up a business and company is provided in the next paragraph.
Quick Guide for DIY Company Incorporation or Business Registration
Prior to setting up the Company, you should be aware of the following requirements:
- At least ONE individual or Corporate Shareholder at the point of incorporation
- One resident/local Director at the point of incorporation. The resident Director can be a:
- Singapore Citizen or Permanent Resident; or
- Employment Pass (EP) holder whose EP is approved for another Company if the EP holder is granted a Letter of Consent (LOC) by Ministry of Manpower to undertake a directorship position of a new Company before registering his/her directorship position with ACRA.
- One Company Secretary appointed within 6 months from incorporation
- Minimum of SGD1 Paid-up Capital
- Maximum of 50 shareholders
- Physical Address in Singapore. P.O. Box is not acceptable
For point 2, if a foreign employee of the newly incorporated Company obtains an employment pass to work in Singapore subsequent to the Company’s incorporation, he/she may be appointed as the resident Director then.
Process of Company Registration
- Navigate to https://www.bizfile.gov.sg/ and log in using SingPass or CorpPass to register the Company online.
- You need to reserve the name first before you proceed with the registration. The name reservation fee is SGD15. A business name will be reserved for 120 days from the date of approval.
- During the registration, you will have to select the type of business activity (i.e. the business activity code) and enter the particulars of owners and authorized representatives. You will also be prompted to enter the business registered address which can be a virtual address.
- You will need to enter shareholders’ and directors’ particulars as well as the shareholding details (issued and paid-up capital). To simplify the shareholding allocation, you may wish to assign $1 to each share. That means $1,000 paid up capital for 1,000 shares. The paid-up capital can be increased at a later date. 100% foreign shareholders is allowed. However, there should be at least one local director (i.e. a director who is a Singapore Citizen or Singapore Permanent Resident. For employment pass holder, it must be issued from this company you are registering). Foreigners should get assistance for Singapore Company registration.
- To complete the registration, the endorsement of directors’ and shareholders is required. They need to log in and effect the endorsement. For company registration, you must also decide if you wish to use your customized Memorandum and Articles of Association (M&AA), also known as Constitution. You are given an option to use the ACRA’s standard M&AA or your own customized M&AA. Please remember to download a set of ACRA’s standard M&AA if you have chosen this option. If you forget to download the M&AA, it will cost you another SGD26 to request for a copy on top of the SGD15 fee for name reservation and SGD300 fee for Company incorporation.
- A set of business profile will be emailed to you. Please download a copy as you will need the business profile and the M&AA for bank account opening and other registration.
Assuming you do not need other licenses to operate your business, you should be able to commence your business once you successfully incorporate your company.
Please note that all directors need to be present at the bank for bank account opening.
ACRA Sample Business Profile
ACRA Sample Memorandum and Articles of Association
Process of Business Registration (Sole Proprietorship and Partnership)
- Navigate to https://www.bizfile.gov.sg/ and log in using SingPass or CorpPass to register the Sole Proprietorship or Partnership online.
- Name reservation and selection of business activity code is similar to company (i.e. point 2 and 3 under process of Company Registration).
- You will need to enter the particulars of sole proprietor, partners and authorized representatives. If an individual Sole Proprietor or all the partners of the Partnership do not reside in Singapore, the individual Sole Proprietor or the Partnership must appoint at least one authorized representative.
- To complete the registration, the endorsement of sole proprietor, partners and authorized representatives is required. The fee for 1 year’s and 3 years’ registration is SGD100 and SGD160 respectively. The renewal fee is SGD30 per year.
- A set of business profile will be emailed to you. Please download a copy as you will need the business profile for bank account opening and other registration.
Electronic Guide to DIY Business and Company Registration
All detailed pdf electronic guide on how you can register a business or Company can be found at ACRA's Bizfile website. Follow this link to download the relevant guide. If you are computer savvy and understand some business terms, you should be able to handle the business or company registration process without much difficulty.
Appointing a Secretary within 6 months
Though it is mandatory to appoint a qualified Company Secretary for a public company, it is not mandatory for a private limited company. Having said this, it is still good to appoint a qualified Company Secretary to ensure that all the filing and Secretary duties are performed and delivered properly. Let us know if you need our help.
Statutory Financial Audit for Company May Not Be Necessary
If a company is exempt from statutory financial audit, it does have to appoint an auditor. Otherwise, the auditor must be appointed within 3 months of incorporation.
Foreigner Registering a Singapore Company
A foreigner must engage a professional firm (registered with ACRA) to register a Singapore company because non-resident individuals or entities cannot register the Singapore Company on their own. There are some checks and clearance which the professional firm needs to perform.
As there is a requirement to have at least one resident of local director, foreigners may have to appoint a nominee director and the professional firm can usually help with this.
For foreigners who have obtained an Employment or Entrepreneur Pass from the Company they incorporated, they can act as the local resident director. It may take 3 months to a year for foreigners to obtain an Employment or Entrepreneur Pass. As such, for those who wish to set up a Company urgently, they may wish to use a nominee director first while waiting for the approval of their Employment or Entrepreneur Pass.