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Company Incorporation

Incorporate Your Company With us in 3 Fast & Easy Steps

  • Complete the online company setup form HERE
  • Make the payment to our bank
  • Schedules a time and sign the documents at our office (Alternative way can be arranged)

You company will be incorporated in next 2 days

The key requirements to register a private limited company in Singapore are as follows:

  • At least one shareholder (individual or corporate entity)
  • One resident director
  • One company secretary
  • Initial paid-up share capital of at least S$1
  • A physical Singapore office address

Private limited company (popular known as ‘Private Limited Company’ or ‘PLC’) is the most common type of business vehicle for doing business in Singapore. PLC provides limited liability protection to shareholders (i.e. business owners). The limited liability protection protects the entrepreneurs against trading losses, especially when working within an unstable and ever-changing economic climate.

Advantages of Forming a Company:-

  • Limited liability protection.
  • Shareholders/Owners’ personal assets are not put at risk should the business fail.
  • Shareholder’s liability is limited to the amount of shares subscribed.
  • Easy transfer of ownership (Ownership is easily transferable through the sale of shares)
  • Unlimited life. (When a PLC’s owner incurs a disabling illness or dies, the company does not cease to exist)
  • Raise capital more easily, additional capital can be raised by selling shares to new investors (not allowed to sell shares to the public).
  • PLC may be perceived as a more professional/legitimate entity than a sole proprietorship, conventional partnership or limited liability partnership.
  • Customer / Commercial partners will have more confidences in dealing with your Company.
  • Easier Access to Funding. (Forming a company will add to your business creditability, this makes it easier to secure finance for your business with less personal risk)
  • Greater Tax Advantages. (More business expenses may be tax-deductible. more tax deductible expenses, tax incentives and lower tax rates)
  • Conversion into Public Listed Company. (Should the Company grows to a level that need access significant funding from public, then PLC can be converted into a Public Listed Company)

Before registering, all Singapore companies must first have their name approved by ACRA. The name approval is a simple online procedure and the company name is subject to the following guidelines:

  • The name cannot be identical to an existing business in Singapore
  • The name must not infringe on any trademarks
  • The name cannot be obscene or vulgar
  • The name must not have been reserved by another company

Key facts to keep in mind for the name approval process:

  • If a company name follows ACRA’s rules, it is typically approved in less than an hour.
  • A name may be referred to another government authority for further approval if it contains certain regulated business words such as “finance”, “legal”, “law”, “broker” or “school”. This can delay the name approval process by few weeks.
  • Once approved, a company can reserve the name for up to 120 days. If it does not incorporate the name within that period, the name is released and can be reserved by another person.

There are 4 main types of business structures to choose from. They are:

Refer to this table for more details of each type of business structure.

The type of business structure you choose depends on your business needs. You should consider the following factors to determine the best structure for you:

  • How much capital are you prepared to invest?
  • How many owners will there be in the business?
  • What liabilities and responsibilities are you prepared to assume?
  • What risks are you prepared to take?
  • What are the advantages and disadvantages of the different business entities?
  • Is the business entity easy to close?
Company Secretary

You may wish to close the company for various reasons. One of the options available is to strike off the name of the company from the register.

As a director, you may apply to ACRA to strike off the company’s name from the register. ACRA may approve the application if it has reasonable cause to believe that the company is not carrying on business and the company is able to satisfy the following criteria for striking off.

  • The company has not commenced business since incorporation or has ceased trading.
  • The company has no outstanding debts owed to Inland Revenue Authority of Singapore (IRAS), Central Provident Fund (CPF) Board and any other government agency.
  • There are no outstanding charges in the charge register.
  • The company is not involved in any legal proceedings (within or outside Singapore).
  • The company is not subject to any ongoing or pending regulatory action or disciplinary proceeding.
  • The company has no existing assets and liabilities as at the date of application and no contingent asset and liabilities that may arise in the future.
  • All/majority of the director(s) authorise you, as the applicant, to submit the online application for striking off on behalf of the company.

To provide greater clarity for companies and reduce the compliance burden, the timelines for holding Annual General Meetings (AGMs) and the filing of annual returns will be aligned with the company’s FYE.

For listed companies:

  • Hold AGM within 4 months after FYE
  • File annual returns within 5 months after FYE

For non-listed companies:

  • Hold AGM within 6 months after FYE
  • File annual returns within 7 months FYE

Annual return can be filed only:

  • after an AGM has been held;
  • after financial statements are sent if company need not hold AGM; or
  • after FYE for private dormant relevant company that is exempted from preparing financial statements.

There are various circumstances where a director may face disqualification. Once a person is disqualified, he will not be allowed to be a director or take part in the management of any local or foreign company unless he seeks permission from the High Court or Official Assignee, if applicable.

The circumstances which disqualify a person from being a director include the following (but not exhaustive):

  • Section 148 of the Companies Act:
    • Bankruptcy
  • Section 149 and Section 154(2) of the Companies Act:
    •  By an Order of the Court
  • Section 149A of the Companies Act:
    • Company being wound up for reasons of national security or interest
  • Section 154(1) of the Companies Act:
    • Convicted of an offence involving fraud or dishonesty that is punishable with an imprisonment term for 3 months or more
  • Section 155 of the Companies Act:
    • Has been convicted for 3 or more filing related offences under the Companies Act within a period of 5 years or
    • Has 3 or more High Court Orders made against him compelling compliance with the relevant requirements of the Act, within a period of 5 years
  • Section 155A of the Companies Act:
    • Has 3 or more of his companies struck off the register by ACRA under section 344 within a period of 5 years. The 5 year period will commence from after the date on which the third company is struck off.
  • Section 82(1) – Failure of Substantial Shareholder to notify company of its interests
  • Section 142(1) – Failure of a company to have a Registered office address
  • Section 143(1) – Failure to notify the Registrar of any change in the situation of the registered office address and office hours
  • Section 144 – Failure to publish Company’s Name and Registration Number
  • Section 145(1) – Requirement to have at least one ordinarily resident director in Singapore
  • Section 148(1) – Disqualification to act as director of company due to bankruptcy
  • Section 154(1) – Disqualification to act as director on conviction for certain offences
  • Section 155(1) – Disqualification to act as director for persistent default in relation to delivery of documents to Registrar
  • Section 197 – Failure to lodge the Annual Return of the company within the stipulated timeframe
  • Section 175 – Failure to hold the Annual General Meeting within the stipulated timeframe

The annual return is an electronic form lodged with ACRA and contains important particulars of the company such as the name of the directors, secretary, its members, and the date to which the financial statements of the company are made up to. The annual return provides critical information that helps the company’s stakeholders to make informed decisions.

The appointed officer of your company (e.g. a director or company secretary) can file the annual return on ACRA’s online filing portal BizFile+. Alternatively, you can engage the services of a registered filing agent to do this on behalf of the company.

Audit & Assurance

An audit is the examination of the financial report of an organisation – as presented in the annual report – by someone independent of that organisation. The financial report includes a balance sheet, an income statement, a statement of changes in equity, a cash flow statement, and notes comprising a summary of significant accounting policies and other explanatory notes.

The purpose of an audit is to form a view on whether the information presented in the financial report, taken as a whole, reflects the financial position of the organisation at a given date, for example:

  • Are details of what is owned and what the organisation owes properly recorded in the balance sheet?
  • Are profits or losses properly assessed?

When examining the financial report, auditors must follow auditing standards which are set by a government body. Once auditors have completed their work, they write an audit report, explaining what they have done and giving an opinion drawn from their work.

In Singapore, a company that does not meet the audit exemption is required to have the accounts audited. To qualify for the audit exemption, the company needs to be a “small company” whereby it fulfills at least 2 of the 3 following criteria for the immediate past 2 consecutive financial years:

  1. Total annual revenue not more than S$10 million;
  2. Total assets not more than S$10 million;
  3. The number of employees not more than 50.

For a company that is part of a group. the entire group of companies must be qualified as a “small company” in order to be exempted from audit obligations.

The audit exemption is applicable for financial years beginning on or after the change in the law (1 Jul 2015).

Auditor’s main duties are as follows:

  • To examine and form an opinion as to whether the financial statements have been drawn up in accordance with the financial reporting standards of Singapore and the Companies Act.
  • To examine and form an opinion as to whether the financial statements give a true and fair view of the financial position of the Company as of the financial year end and of its financial performance and cash flows of the year end.
  • To obtain reasonable assurance that the financial statements are free from material misstatements.
  • To report that the accounting and other records and the registers required by the Companies Act to be kept by the company have been properly kept in accordance with the provisions of the Act.

Here’s what you can gain from audited financial statements.

  • Audited financial statements can provide an extra layer of confidence, allowing management to make specific changes that can promote positive corporate growth and development with the knowledge that the key numbers they are using are correct.
  • Providing audited results to investors can increase your odds of receiving crucial investments, helping your business to avoid cash flow issues, and better plan for the future.
  • An audit can provide the verifiable records banks and other lenders like to see, increasing your odds of receiving a loan – and better terms and interest rates.
  • Providing employees access to audited financial statements can build confidence in your legitimacy as an employer.
  • Consumers are far more likely to have confidence in your capabilities, building loyalty and boosting customer retention.

To provide audit services to public, you must meet the following requirements:

  1. at least 21 years old
  2. satisfy the prescribed requirements relating to:
    • qualifications;
    • practical experience; and
    • membership in any professional accountancy body or organisation
  3. are or will carry on the public practice of accountancy in Singapore;
  4. are or will maintain an office or place at which your services may be engaged; and
  5. are or will make yourself available to work on behalf of any member of the public.

The Public Accountants Oversight Committee (PAOC) may refuse to register any applicant who, in their opinion:

  1. is not of good reputation or character;
  2. is engaged in any business or occupation that is inconsistent with the integrity of a public accountant; or
  3. is otherwise unfit to practise as a public accountant; or
  4. has had his registration, licence or approval to practise as a public accountant in any other country withdrawn, suspended, cancelled or revoked.
Corporate Income Tax
  • Advising on records to be maintained;
  • Assisting in completing tax returns;
  • Impress upon the clients on their obligation to pay their dues as required under the law;
  • Attendance at Field Audit at clients’ premises;
  • Attendance at investigation, interviews, negotiations and proceedings; and
  • Filing of appeals and attendance at negotiation hearings and further appeals.

IRAS may take the following actions if companies fail to file the Form C-S/ Form C together with financial statements and tax computation before the due date:

  1. Issue an estimated Notice of Assessment (NOA). The company must pay the estimated tax within one month;
  2. Offer to compound the offence with a composition amount not exceeding $1,000;
  3. Issue a Section 65B(3) notice to the director to submit the required information in the Form C-S/ Form C to IRAS; and/or
  4. Summon the company or person responsible for running of the company (including the directors) to Court.

Companies have one month from the date of the Notice of Assessment (NOA) to pay their tax.

A company is required to pay the tax assessed as shown in the NOA before the payment due date even if it has filed an objection and is awaiting the outcome. If the assessment is subsequently revised, any excess payment would be refunded to the company.

If payment is not received before the due date, a 5% late payment penalty will be imposed.

Additional penalties of 1% per month may be imposed if the tax remains unpaid 60 days after the imposition of the 5% penalty. The 1% additional penalty will be imposed for each completed month that the tax remains unpaid, up to a maximum of 12% of the unpaid tax

Common filing mistakes made by companies include:

  • Wrongful claims of non-deductible expenses:
    • Interest expenses attributable to non-income producing assets or investments that produce exempt dividends are not tax deductible
    • S-plated cars purchased for business use, including the cost of the car and the associated running expenses are not tax deductible
  • Understatement of income e.g. omission of particular receipts or invoices issued or transactions settled in cash
  • Failure to keep proper records and accounts. Companies with inadequate or improper record keeping and accounting practices tend to understate sales, or overstate expenses in their tax returns

For other common filing mistakes made, please refer to Specific Compliance-Related Mistakes and Issues.

ECI is an estimate of the company’s taxable income (after deducting tax-allowable expenses) for a Year of Assessment (YA).

All companies including new companies are required to file ECI within three months from the end of their financial year except for companies that qualify for the administrative concession and those that are specifically not required to file.

Singapore-registered companies that submit their ECI within the qualifying period may opt to pay corporate taxes by instalments. To encourage early filing, the earlier a company files, the greater the number of instalments they will be given. Please refer to Filing ECI and Paying Estimated Taxes for more information.

Accounting & GST

Your liability for GST registration depends on the value of your taxable turnover. This refers to the value of goods and services supplied by you which are regarded as taxable supplies for GST purposes.

You must register for GST if:

Retrospective View

  1. Your taxable turnover at the end of the calendar quarter and the past three quarters is more than S$1 million.
  2. Your taxable turnover at the end of any calendar year on or after 1 Jan 2019 is more than S$1 million.

Prospective View

If at any time, you can reasonably expect your taxable turnover in the next 12 months to be more than S$1 million.

You will have to register for GST when there is certainty that your taxable turnover will exceed S$1 million in the next 12 months. You must have supporting documents to support your forecast value of $1million. For example:

  • Signed contracts or agreements
  • Accepted quotations or confirmed purchase orders from customers
  • Invoices to customers with fixed monthly fee charged
  • Income statements showing that past 12-month period was already close to S$1 million and that annual turnover is on an increasing trend

On the other hand, you are not required to register for GST if there is no certainty in your forecast. For example, you made a forecast based on market assessment, business plans or sales targets.

A GST-registered business’ responsibilities include the followings:

  • Charge and Account for GST on standard-rated supplies
  • e-File GST returns and pay tax due
  • Keep proper business and accounting records
  • Display prices with GST
  • Issue tax invoices with GST registration number
  • Notify IRAS of changes to your business circumstances
  • Accounting for GST at point of de-registration
  • Other obligations for voluntary registrants

International Financial Reporting Standards (IFRS) is a set of accounting standards developed by the International Accounting Standards Board (IASB) that is becoming the global standard for the preparation of general purpose financial statements, being financial statements that are intended to meet the needs of users who are not in a position to require an entity to prepare reports tailored to their particular information needs.

The IASB is an independent accounting standard-setting body of the IFRS Foundation. The principal objectives of the IFRS Foundation are:

  • to develop a single set of high quality, understandable, enforceable and globally accepted international financial reporting standards (IFRSs) through its standard-setting body, the IASB;
  • to promote the use and rigorous application of those standards;
  • to take account of the financial reporting needs of emerging economies and small and medium-sized entities (SMEs); and
  • to bring about convergence of national accounting standards and IFRSs to high quality solutions.

The IASB, based in London, consists of 15 members. It began operations in 2001 when it succeeded the International Accounting Standards Committee.

In fulfilling its standard-setting duties the IASB follows a thorough, open and transparent due process of which the publication of consultative documents, such as discussion papers and exposure drafts, for public comment is an important component. The IASB engages closely with stakeholders around the world, including investors, analysts, regulators, business leaders, accounting standard-setters and the accountancy profession.

The governance and oversight of the activities undertaken by the IFRS Foundation and its standard-setting body rests with its Trustees, who are also responsible for safeguarding the independence of the IASB and ensuring the financing of the organisation. The Trustees are publicly accountable to a Monitoring Board of public authorities. For more information about the IASB and IFRS Foundation, please visit

In Singapore, the Singapore Accountancy Commission, established under the Singapore Accountancy Act, is a statutory body of the Singapore government that oversees the strategic direction and promotion of the accountancy sector while the Accounting Corporate Regulatory Authority (ACRA), established by the Accounting and Corporate Regulatory Authority Act, is responsible for regulating public accountants in Singapore.

Payroll & Management Services

You must pay CPF contributions for your employees who are Singapore citizens or Singapore permanent residents (SPRs).

An employee is any person who is employed in Singapore. This includes any Singaporean seaman who is employed under a contract of service or other agreement entered into in Singapore.

The following employees are also eligible for CPF contributions:

  • Company directors.
  • Part-time or casual employees.
  • Operationally Ready NSmen on in-camp training. You have to pay CPF contributions on an NSman’s wages, including makeup pay from MINDEF. You can recover the employee’s share of the contributions from his wages.
  • Family members of the business owner, if they are receiving wages for work done for the owner.
  • Employees concurrently employed by another employer.

Under Employment Act, salary must be paid by employers at least once a month. They can also pay it at shorter intervals if they choose.

Salary must be paid:

  • Within 7 days after the end of the salary period
  • For overtime work, within 14 days after the end of the salary period

The relationship between employer and employee in Singapore is regulated largely by the contract of employment between them. Generally parties are free to contract as they choose subject to complying with the Employment Act and certain limits. The Singapore Employment Act does not apply to all employees. Instead, it applies only to “employees” as defined under the Act. Specifically, the Employment Act does not apply to:

  • Managerial & Executive Positions: Such a position is defined as one where a person has direct authority or influence in the hiring, firing, promotion, transfer, reward or discipline of other employees; or the main duties involve management and running of the business. It is also applicable to professionals (possessing tertiary education along with specialised knowledge or skills) who carry out the same or similar responsibilities as managers or executives. Examples of such professionals include lawyers, accountants, dentists, and doctors.
  • Domestic Workers
  • Seamen
  • Most of the Government Staff

Furthermore, employees earning below SGD 2,000/month are provided additional protection (concerning “Rest Day, Hours of Work and Overtime, Public Holidays, Annual Leave, Sick Leave, Retrenchment Benefits, Retirement Benefits, Annual Wage Supplement and other variable payment”) under Part IV of the Employment Act.

Employment Contract is also known as Employment Agreement, Appointment Letter, Offer Letter, etc. It is an agreement between an employee and employer that specifies the terms and conditions of employment. It is advisable to have a written employment contract in Singapore. Typically, only senior management employees might have the option of negotiating their employment contracts. A violation of one or more of the terms in an employment contract by either an employee or employer is considered breach of contract. Most employment contracts include several important clauses such as:

  • Appointment position
  • Duration of employment contract, if applicable
  • Date of employment commencement
  • Remuneration package
  • Hours of work
  • Employee benefits
  • Probation clause, if applicable
  • Code of conduct
  • Termination

The terms and conditions of the employment contract cannot be less favorable than what is stipulated in the Employment Act.

Statutory Requirement: For employees earning less than SGD 2,000/month, the statutory annual leave is outlined in the Employment Act. To qualify for annual leave, the employee must have served at least 3 months with the employer. The amount of annual leave is dependent on the contractual agreement between the employee and your employer, but is subject to a minimum of 7 days during the first year, and 1 extra day for each additional year of service. Annual leave taken even on a half-working day is considered 1 day’s leave, unless otherwise stated in the employment contract. In the case of dismissal for misconduct, absenteeism from work without permission for more than 20% of working days in the month, or if the leave is not used up within 12 months of every year of continuous service, the employee’s annual leave will be forfeited, unless otherwise specified in the employment agreement.

Common Practice:
 As a common practice in Singapore, all employees are given an annual leave around 14 days per year, well above the minimum required under the Singapore Employment Act.