Process and Requirements for Foreigners to Register a Company in Singapore

According to Singapore's latest regulations, foreigners registering a company in Singapore must do so through a Registered Filing Agent (corporate secretary company) and cannot register independently. This requirement ensures that all registration processes comply with regulations and that daily company management adheres to Singapore law. Singapore, with its excellent business environment, favorable tax policies, and convenient geographical location, attracts many foreign enterprises and investors to establish companies here. For foreigners, although registering a company in Singapore requires professional services from a corporate secretary company, the overall process remains relatively straightforward. The following is a detailed guide on the process and required documents to help foreign investors successfully complete company registration.

1. Preparation Before Foreigners Register a Company in Singapore

1. Choose Company Type: Foreign investors typically choose to register a Private Limited Company (Pte Ltd.) because this corporate structure suits small, medium, and large enterprises, and its legal status separates the company from shareholders, reducing shareholders' financial liability.
2. Appoint Compliant Directors: Singapore's Companies Act requires every company to have at least one Singapore resident director. Foreigners can serve as company directors, but must appoint a Singapore citizen, permanent resident, or eligible Employment Pass holder as the local director.
3. Registered Office Address: The company must have an actual registered office address in Singapore. This address must be a physical office location used for company registration and correspondence.
4. Company Name and Business Activities: The company name needs approval from the Accounting and Corporate Regulatory Authority (ACRA) and cannot be similar to existing registered company names. Additionally, when registering, you need to specify the company's main business activities, typically selecting SSIC (Singapore Standard Industrial Classification) codes.

2. Registration Process

1. Pre-approval of Company Name: Submit the company name registration application through ACRA's BizFile+ system. Name approval is usually completed within minutes, but may take longer if it involves specific industries (such as finance or education).
2. Submit Registration Documents: Prepare and upload the following required documents to the BizFile+ system:
   • Company Constitution: Contains company name, shareholder information, share capital allocation, responsibilities of directors and company secretary, etc. You can use ACRA's standard company constitution template or draft your own as needed.
   • Personal Information of Directors and Shareholders: Including passport copies and proof of address documents for directors and shareholders.
   • Director's Consent and Company Secretary's Consent: Directors and company secretary need to sign documents consenting to serve in their positions.
   • Proof of Registered Office Address: Provide relevant documentation for the company's office address.
3. Pay Registration Fees: Company registration fees include company name reservation fees and company registration fees. Current registration fees are approximately SGD 315, paid online through the BizFile+ system when submitting the registration application.
4. Obtain Company Registration Certificate: Once the application is successful, the company will receive an electronic Certificate of Incorporation issued by ACRA. After company registration is complete, it can officially commence operations.

3. Post-Registration Statutory Compliance Requirements

After registration is complete, the company needs to fulfill certain statutory compliance obligations, including:

1. Appoint Company Secretary: Within 6 months of company registration, a company secretary must be appointed. The company secretary must be a Singapore resident and meet relevant legal requirements.
2. Annual Filing: Annual Returns must be submitted to ACRA each year, and Annual General Meetings (AGM) must be held as required. Annual filing includes the company's financial statements, directors' reports, and other statutory documents.
3. Maintain Books and Financial Records: The company must maintain detailed financial records for auditing and tax filing purposes.
4. Corporate Tax Filing: The company must file corporate income tax with the Inland Revenue Authority of Singapore (IRAS) annually. Singapore's corporate income tax rate is 17%, with various tax deductions and incentives available for qualifying companies.

4. Common Questions When Foreigners Register Companies

1. Is a physical office required? The company must have a registered address, but there is no mandatory requirement for actual business operations in Singapore. Many foreign companies choose virtual office services to meet registration requirements.
2. Can foreigners fully own company shares? Singapore has no restrictions on foreign shareholding percentages; foreigners can hold 100% of shares.
3. Do foreigners need work permits? If foreigners hold executive positions in the company (such as CEO, director, etc.) and need to work in Singapore long-term, they need to apply for work permits such as Employment Pass (EP) or EntrePass.

Foreigners registering a company in Singapore need only follow the above steps and submit the required documents to successfully complete company registration. Singapore's excellent business environment and efficient company registration process make it an ideal destination for global investors.

We are a Registered Filing Agent providing comprehensive company registration services. If you need to register a Singapore company, please feel free to contact our customer advisors.