Guide for Foreign Companies Registering in Singapore

As a leading global financial and business center, Singapore attracts numerous foreign companies to establish operations here with its stable political environment, low tax rates, and transparent legal system. However, when registering companies involving foreign shareholders or directors, specific legal requirements must be followed. According to Singapore law, foreign companies must register through secretary companies certified by the Accounting and Corporate Regulatory Authority (ACRA), also known as RFA (Registered Filing Agent), when registering a company. This article will detail the specific process for foreign companies to register a company in Singapore, and why registration through an RFA agent is essential.

1. The Role of RFA Agents in Company Registration

RFA (Registered Filing Agent) refers to professional agency companies certified by ACRA, qualified to provide services such as company registration and compliance management for businesses. When foreign shareholders or directors are involved, the Singapore government requires registration through RFA agents to ensure the registration process complies with legal requirements. The main responsibilities of RFA agents include:

1. Compliance Management: RFA is responsible for reviewing and ensuring all registration documents comply with Singapore's legal requirements to avoid potential legal risks.
2. Identity Verification: RFA verifies the identities of foreign shareholders and directors to ensure they meet Singapore's company registration requirements.
3. Information Submission: RFA submits all necessary documents and information through ACRA's Bizfile+ system, ensuring a smooth company registration process.
4. Follow-up Support: RFA typically provides company secretary services, registered address services, as well as subsequent financial reporting and annual compliance services to ensure legal compliance in the company's ongoing operations.

2. Basic Requirements for Foreign Companies Registering in Singapore

1. Local Director

Singapore company law requires all companies to have at least one local director. The local director must be a Singapore citizen, permanent resident, or hold a valid work pass (such as Employment Pass). For foreign companies, they must hire a qualified local director to meet this requirement.

2. Company Secretary

Singapore companies must appoint a company secretary within 6 months of incorporation. The company secretary must be a Singapore resident with relevant professional qualifications. RFA agents can typically provide this service to help businesses smoothly meet legal requirements.

3. Registered Address

All registered companies must have a physical registered address in Singapore. This address will be used to receive government documents and notices. If foreign investors don't have a local business address, they can obtain registered address services through RFA agents or other service providers.

4. Shareholders

Singapore allows 100% foreign ownership of company shares, and foreign individuals or entities can serve as company shareholders. Private limited companies can have up to 50 shareholders, with shareholders' liability limited to their capital contribution.

3. Registration Process

1. Selecting an RFA Agent

When foreign shareholders or directors register a company, they first need to select an ACRA-certified RFA agency. These RFA agents can provide foreign companies with one-stop services from company registration to subsequent management, ensuring the registration process is legal and compliant.

2. Preparing Registration Documents

The RFA agent will help businesses prepare and organize the documents required for registration, including:

• Identity documents for directors and shareholders, such as passports and proof of address.
• Company constitution (Constitution).
• Identity verification documents for the local director.

3. Submitting Registration Application

The RFA agent submits the company registration application online through Singapore's Bizfile+ platform, filling in the company name, registered address, shareholder and director information. After submission, the corresponding company name application fee and registration fee must be paid.

4. Registration Approval

Typically, company registration applications can be approved within 1-2 business days. After registration is complete, the company will receive an electronic Certificate of Incorporation and Business Profile issued by ACRA, which are used for subsequent bank account opening and business operations.

4. The Importance of RFA Agents

1. Ensuring Legal Compliance

Registering a company through an RFA agent ensures all steps comply with Singapore's legal requirements. This helps avoid delays or legal disputes due to incomplete or inaccurate documentation. RFA agents have extensive experience in Singapore business regulations and can help businesses avoid unnecessary legal risks.

2. Preventing Fraud and Money Laundering

The Singapore government requires RFA agents to verify the identities of shareholders and directors to ensure these individuals or entities meet Singapore's compliance requirements. This mechanism effectively prevents illegal activities such as money laundering and fraud during the company registration process.

3. Simplifying Complex Processes

While foreign companies can theoretically register on their own, the documents and regulations involved are complex, especially for companies entering the Singapore market for the first time. Self-registration is often time-consuming and laborious. RFA agents have extensive experience and can greatly simplify the process, allowing businesses to focus on operations rather than tedious legal procedures.

5. Important Steps After Registration

1. Opening a Corporate Bank Account

After registering the company, foreign companies need to open a corporate account with a bank in Singapore. Banks typically require documents such as the certificate of incorporation, company constitution, and identity documents for directors and shareholders. Some banks may require directors to be present in person for account opening procedures.

2. Registering for Goods and Services Tax (GST)

If the company's annual revenue is expected to exceed SGD 1 million, it needs to register for and pay Goods and Services Tax (GST). The GST rate is currently 8%, planned to increase to 9% in 2024.

3. Hiring Employees and Work Passes

If the company plans to hire foreign employees, it needs to apply for appropriate work passes for them (such as Employment Pass or S Pass). When hiring local employees, companies need to contribute to their Central Provident Fund (CPF).

4. Annual Financial Reporting

Singapore companies must regularly submit annual financial reports to ACRA and hold annual general meetings. RFA agents can help businesses handle these financial compliance requirements, ensuring the company's long-term legal operations in Singapore.

Conclusion

When foreign companies register in Singapore, they must operate through an ACRA-certified RFA agent. This is not only a legal requirement but also ensures the compliance and smooth progress of the registration process. RFA agents can provide foreign shareholders and directors with one-stop services from registration to subsequent compliance management, ensuring companies can successfully operate in Singapore. If you plan to register a company in Singapore, choosing a qualified RFA agent will be a key step to ensuring success.