In Singapore, a company is a business vehicle that is registered under the Companies Act Chapter 50. The company has a separate legal identity, which means it can acquire and hold properties in its own name, sue and be sued in its own name, and enjoys perpetual succession as a body corporate. It usually carries the letters ‘Pte Ltd’ or ‘Ltd’ after its name. Companies fall into the following categories:
- Private Company which is a locally incorporated company with a maximum of 50 shareholders
- Exempt Private Company with a maximum of 20 shareholders none of whom is a corporation or wholly owned by the government. The Minister must declare by notification in the Gazette that in the public interest, the company is an Exempt Private Company
- a Public Company limited by shares is a locally incorporated company where the number of shareholders can exceed 50. Capital may be raised by offering shares and debentures to the public but a prospectus must be registered with the Monetary Authority of Singapore.
- a Public Company limited by guarantee is an organization that carries out non-profit or charitable activity in the national or the public interest. The Minister can approve the company which does not need the addition of the word “Ltd” to the name.
A Private Ltd Company can be incorporated by submitting an application online using BizFile once the name approval has been received. The following procedures can be adopted:
- log on to BizFile using his/her identification number and SingPass to make the application. For self incorporation, the proposed directors, the company secretary and the shareholders must all be Singapore NRIC holders. The application can be made from the home, the office or one of ACRA’s BizFile Kiosks.
- use the services of professionals such as accountants and lawyers or a service bureau to make an online application on your behalf.
The fees for registration are a name approval fee of $15 and a registration fee for a company limited by shares of $300. The registration fee for a company limited by guarantee is $600. The company is usually registered within 15 minutes of the payment of the fees but the process can take up to two months in case the application needs to be referred to other government authorities for approval. (For example, if the proposed company is going to set up a private school, the matter will be referred to the Ministry of Education). Standard Memorandum and Articles of Association are available for the incorporation of your company to you should know that certain restrictions may need to be carried out for companies limited by guarantee.
For the process of self incorporation by the directors themselves, the proposed directors/secretary/subscribers have to indicate their consent online within three days of the submission of the application for incorporation. A company name that has been approved will be reserved for 60 days from the date of the name application. The approval of the name can be extended for an additional 60 days via BizFile on the payment of a fee of $10. The extension has to be requested by the 59th day at the latest otherwise no extension would be possible.