If you are a foreigner who wants to start a business in Singapore, you might be overwhelmed by the legal and regulatory aspects of setting up a company in this dynamic and prosperous country.
That is why we have created this guide to help you understand the essential steps and requirements for starting a business in Singapore as a foreigner. We will walk you through the process of registering your company, obtaining the necessary permits and licenses, and complying with the local laws and regulations.
By following this guide, you will be able to launch your business in Singapore with confidence and ease. So, let’s get started.
Registering a Business in Singapore With the Accounting and Corporate Regulatory Authority (ACRA)
Registration Singapore is a great place for foreign entrepreneurs and investors to start and grow their businesses, as they can own 100% of the shares of their Singapore company.
However, foreigners cannot register their business in Singapore by themselves. They need to hire an authorised registered filing agent to do it for them.
The filing agent will register the business with ACRA, which is the national authority that oversees business entities, public accountants, and corporate service providers in Singapore.
ACRA is in charge of the registration and regulation of businesses and companies in Singapore, as well as the enforcement of legal and compliance obligations.
ACRA ensures that businesses and companies in Singapore operate in a transparent and ethical way, and follow all local laws and rules.
Below, we explain the steps of setting up a business in Singapore as a foreigner:
Step 1: Choosing a Business Entity
There are 4 key business entities in Singapore, namely:
- Private Limited Company (Pte Ltd) – most common
- Limited Partnership (LP)
- Limited Liability Partnership (LLP)
- Sole Proprietorship or Partnership – least common
Business Entity Requirements for a Private Limited Company
Here are the five key requirements to setup the most common entity:
- 1 Shareholder (individual or corporate entity)
- 1 Resident Director
- 1 Company Secretary
- Initial paid-up share capital of at least S$1
- A physical Singapore registered office address
All Singapore-incorporated businesses must have at least one resident director. If you are a foreigner, you can appoint a nominee director to fulfill this requirement.
Getting a Nominee Director for Your Company in Singapore
A nominee director is a Singapore citizen or Permanent Resident who is appointed to act as a director of a company on behalf of the beneficial owner. Nominee directors typically do not participate in the day-to-day operations of the company, but they are responsible for ensuring that the company complies with all applicable laws and regulations.
Here are some of the main responsibilities of a nominee director:
- Filing annual returns and submitting tax documents on time
- Representing the company in official matters
- Signing contracts and agreements on behalf of the company
- Ensuring that all company records are properly documented and kept up-to-date
- Acting in the best interests of the company at all times
Step 2: Choosing a Company Name
Choosing a Company Name and Applying for It Through BizFile+ One of the first steps to start a business in Singapore as a foreigner is to decide on a company name and apply for it through BizFile+, which is ACRA’s online platform for company registration and filing. Your proposed company name must be unique and not similar to an existing name or contain any prohibited or offensive words. Once your application is approved, you have 120 days from the date of approval to incorporate your business. Otherwise, your company name will expire and you will have to apply again. You also need to remember that under the Company Act, you must display your company name and business registration number (UEN) on all your business documents, such as invoices. Moreover, registering your company name does not mean that you own the exclusive right or intellectual property (IP) right to it. If you want to protect your company name from being used by others, you need to register it as a trademark separately with the Intellectual Property Office of Singapore (IPOS).
Other Conditions for Name Application
Some business names may need extra approvals from certain authorities, such as the Council for Estate Agencies (CEA) for real estate firms.
These applications may take longer to process, from 14 to 60 days.
Some other authorities that may be involved are:
- Enterprise Singapore
- Board of Architects (BOA) Singapore
- Singapore Tourism Board (STB)
- The Monetary Authority of Singapore (MAS)
How to Choose SSIC Codes
When you apply for a name, you must describe your business activities by selecting the most relevant Singapore Standard Industrial Classification (SSIC) code.
The SSIC is the national standard that classifies different business sectors for administrative purposes. It has 3 main objectives:
- To help Singapore stay updated on global standards, emerging businesses, and economic trends
- To assist ACRA in identifying the businesses that need a licence to operate
- To aid IRAS in determining if the business can enjoy tax incentives
You can use ACRA’s free SSIC search tool to find the code that best matches your business activities.
We explain the main features of each company type below:
Step 3: Filing Requirements
When you start a business in Singapore, you must follow certain filing requirements, such as choosing a financial year end, holding an AGM, and filing annual returns.
What is a Financial Year End (FYE)?
A FYE is the date that marks the end of your business’ accounting period. You must choose a FYE when you register your business in Singapore.
The accounting period is the time span that covers a complete business accounting cycle. This time span shows how profitable your business is on a regular basis.
Accounting periods can be either:
- 12 months
- More than 52 weeks
You can choose any date as your business’ FYE, but you should do so carefully because it will determine the deadlines of your corporate taxes and filings every year.
Private companies must hold their Annual General Meetings (AGMs) within 6 months after their FYE and file their annual returns within 7 months.
Holding an AGM and Filing Annual Returns
An AGM is a meeting that companies must hold unless they are exempted. The AGM ensures that shareholders are regularly informed about the company’s financial situation and future plans.
Private companies in Singapore, including dormant and inactive companies, must file their annual return on time.
Even if your business does not need to file your income tax return with IRAS, you still need to file your annual return with ACRA if your business status is “live”.
Step 4: Choosing Key Personnel
You must appoint key personnel, or officers, for your company in Singapore. These are the people who will manage and run your business. You must have at least 1 resident company director and 1 company secretary.
Other officers that you can have in your company are:
- Auditor (required unless exempted)
- Chief Executive Officer (optional)
- Managing Director (optional)
Before you apply to register your company, you must get these details of the officers you are appointing:
- Full name and NRIC
- Contact details, including their phone number and email address
- Residential address
Step 5: Getting a Registered Business Address
You must have a local registered office for your company in Singapore. This is the official place where you will receive official correspondence and documents, and where you will keep the required registers according to the law.
All registered companies in Singapore must have a registered office address, which must be a physical address and not a PO Box.
In some cases, you can use a residential address as your registered office, depending on the specific type of business.
Unique Entity Number (UEN)
After completing your Singapore business registration, you will be issued a system-generated UEN. It is a business identification number that business entities must use when transacting with government bodies.
Special UEN (SUN)
ACRA also provides a Special UEN service that enables you to reserve a UEN you prefer from an approved list at an additional cost.
Things to Do Post-Incorporation
Opening a Business Bank Account
Opening a corporate bank account is highly recommended. It will help you keep your business transactions separate from your personal transactions.
It will also help you monitor your company’s cash flows, income, and expenses, which will be helpful when filing your company income tax returns.
Business Bank Account Requirements
These are the common requirements for opening a business bank account in Singapore:
- Both account signatories and majority directors must be physically present in Singapore to sign the documents when opening a business bank account. Some banks may allow signing the documents at one of their overseas branches or before a Notary Public
- Supporting documents required (some banks may ask for more documents depending on the case)
You can open a corporate bank account with these local banks in Singapore:
- DBS Bank
- UOB Bank
- OCBC Bank
You can also choose to open a corporate bank account with these digital banks in Singapore, if you meet their requirements:
- ANEXT (Ant Group)
- Green Link Digital Bank (Greenland Group)
- Trust Bank (Standard Chartered and FairPrice Group)
These are some neobanks in Singapore that provide business banking services:
Getting a CorpPass and Registering for GST
Every business that is registered in Singapore has a CorpPass, which is a digital identity for businesses. It allows people who act for a company to do online transactions with government agencies, such as ACRA.
Registered officers of a company, such as the director or company secretary, have to log in to the site with the UEN and their SingPass account.
You usually have to register for GST if your business has a turnover of more than S$1 million over a continuous 12-month period, or if you expect it to do so over the next 12 months.
The GST rate is currently 8% and will increase to 9% on 1st January 2024.
You can register for GST with the Inland Revenue Authority of Singapore (IRAS) through BizFile+.
After starting your company in Singapore, you must hire an auditor within 3 months and a company secretary within 6 months from the incorporation date.
Getting Local Talent
These are the steps to follow to hire local employees:
- Apply for a CPF Submission Number
- Make a contract that follows the Singapore Employment Act
- Get Work Injury Compensation Insurance for specific employee groups from MOM’s appointed insurers
Getting Foreign Talent
Frequently Asked Questions
How much does it cost to start a business in Singapore?
The cost depends on various factors. Get in touch with us to learn more about our fees with our honest advice!
Is it difficult to start a business in Singapore?
Starting or expanding a business to Singapore is relatively easy. In fact, you can incorporate a company in 1-2 days if you have all the required documents.
What are the benefits of starting a business in Singapore?
Singapore is an ideal place for entrepreneurs who want to start their own business. Some of the benefits of doing business in Singapore are:
- A robust and resilient economy
- A talent pool of highly qualified workers
- Tax policies that support business growth
- A strong connection to the global market