Singapore Company Registration For Foreigners

Company Registration for Foreigners in Singapore?

If you are a foreigner planning to start a business in Singapore, company registration is the first compliance step you will need to complete before carrying out business activities. Here’s everything you need to know.

Company registration for foreigners in Singapore is a statutory registration process with the Accounting and Corporate Regulatory Authority, which contains details of the business name, company type, registered office address, financial year end, directors, shareholders, share capital, company constitution, controllers, nominee information and so on. Foreigners must engage a Corporate Service Provider to reserve a name and register a business structure in Singapore. They also need to meet local residency requirements, and if they want to move to Singapore to run the business, they need an appropriate work pass.

A company registered in Singapore is treated as a separate legal entity. It can sue, be sued and own property in the company’s name. The liability of shareholders is limited, which means shareholders are not personally responsible for the company’s debts and losses beyond their shareholding exposure.

What is Company Registration for Foreigners in Singapore?

Company registration for foreigners in Singapore is the process of incorporating a local company with ACRA through Bizfile, where a foreign individual or foreign company proposes to carry on business through a Singapore registered entity.

It is one of the most essential steps for foreign entrepreneurs, investors and overseas businesses that want to operate from Singapore, enter Southeast Asian markets, open a corporate bank account, issue contracts in the company’s name and comply with Singapore’s business registration framework.

Which Authority handles Company Registration in Singapore?

Company registration in Singapore is handled by the Accounting and Corporate Regulatory Authority, commonly known as ACRA.

The registration is generally carried out through Bizfile. Before registering a new company, the proposed business name must first be reserved. The company registration application is then filed using the approved business name and the related registration number.

Which Business Structure is suitable for Foreigners?

For most foreign business owners, a Private Limited Company is generally the preferred structure because it provides separate legal identity, limited liability and a recognised corporate structure.

For existing foreign businesses, ACRA provides options such as representative office, subsidiary or local company, foreign company branch and transfer of registration. A subsidiary or local company is a separate Singapore company, can earn income, is subject to corporate tax and must comply with the same requirements as a local company.

Availability of Company Registration: Timeline and Process

The business name application fee is S$15 and, after approval, the name must be used for registration within 120 days. For local company registration, ACRA states the business registration fee as S$300, and most registrations are approved soon after payment, while complex applications or applications requiring referral authorities may take longer. 

Structure of Company Registration in Singapore

Company registration is divided into multiple details, including name approval, company details, registered office, position holders, shareholders, controllers, share capital and constitution.

Part A - Company Name and Company Details

The registered office must be a Singapore address, must be open and accessible to the public during normal business hours on each business day, and is the address where ACRA and others can send communications and notices to the company.

Part B - Directors, Secretary and Shareholders

Every company must have at least one director and one company secretary. A company secretary must be appointed within six months of successful registration, and the position cannot remain empty for more than six months.

A company director must be ordinarily resident, at least 18 years old, mentally fit to make decisions, not disqualified and must be a Singapore citizen, Singapore permanent resident or someone who meets local residency rules.

Part C - Share Capital, Constitution and Controllers

Share capital is the amount that shareholders have committed to invest in the company. If the company type requires share capital, the company needs at least S$1 in share capital to start. Shares represent ownership in a company and can be bought by a person, company or limited liability partnership.

Who is eligible to register a company in Singapore?

Documents/details required for Company Registration in Singapore

1. Approved business entity name and its related registration number.
2. Singpass or Corppass credentials, as applicable.
3. Company details, including financial year end, company email and office hours.
4. Registered office address in Singapore.
5. Details of each position holder, including directors, shareholders and secretary.
6. Residential address and contact address of each position holder.
7. Mobile number and email address of each position holder.
8. Nominator and controller details, where applicable.
9. Share capital and shareholder details.
10. Company constitution, either model constitution or customised constitution.

Approved business entity name and its related registration number. Singpass or Corppass credentials, as applicable. Company details, including financial year end, company email and office hours. Registered office address in Singapore. Details of each position holder, including directors, shareholders and secretary. Residential address and contact address of each position holder. Mobile number and email address of each position holder. Nominator and controller details, where applicable. Share capital and shareholder details. Company constitution, either model constitution or customised constitution.

Company Registration for Foreigners vs Local Residents - Key Differences

Company registration for foreigners has additional compliance requirements compared to local residents. The following table presents differences between foreigner registration and local resident registration.

Process of Company Registration in Singapore

For Foreign Entrepreneur / Foreign Company

The foreign entrepreneur or foreign company is required to first decide the business structure and proposed business activity.

The applicant should then engage a Corporate Service Provider for name reservation and company incorporation. During name application, the most relevant Singapore Standard Industrial Classification code should be selected for the business activity.

The applicant should provide details of the proposed company name, business activity, registered office address, financial year end, shareholders, directors, share capital, beneficial controllers and company constitution.

If the foreigner intends to relocate to Singapore and operate the company personally, the relevant work pass requirement should be evaluated separately.

For Corporate Service Provider

The Corporate Service Provider is required to reserve the company name and prepare the incorporation application through Bizfile.

The CSP should enter the company details, add position holders and shareholders, provide nominee information where applicable, add controller details, enter share capital details, allot shares, submit the constitution and complete final review, endorsement and payment.

After successful registration, the company receives its incorporation details and Business Profile.

For Company after Incorporation

After incorporation, the company should complete immediate compliance steps, including opening a corporate bank account, applying for Corppass, maintaining company registers and checking whether licences or permits are required before starting operations.

The company must appoint a company secretary within six months of registration and appoint an auditor within three months of incorporation, unless exempt from audit requirements.