Things to consider in setting up a company in Singapore
  • Name of the proposed company: The ACRA may reject a proposed company name if it is similar to any existing entity registered with the ACRA.
  • Principal Activities
  • Registered Office Address: A company must have a registered office in Singapore from the date of incorporation.
  • Share Capital and Subscriber: There must be at least one subscriber subscribing for a minimum of one share. There is no minimum capital requirement. The company may be formed with an issued and paid up capital of S$1/- and can subsequently be increased to the required amount.
  • Small Company (Exemption from Audit Requirement): A company qualifies as a small company if :

(a) It is a private company in the financial year in question; and

(b) It meets at least 2 of 3 following criteria for the immediate past two consecutive financial years:

(i) total annual revenue of not more than $10 million;

(ii) total assets of not more than $10 million;

(iii) number of employees of not more than 50.

For a group to qualify as a Small Group, it must meet at least 2 of the 3 quantitative criteria on a consolidated

  • Exempt Private Company (“EPC”): If the subscriber and subsequent shareholder(s) are all individuals (with not more than 20 shareholders), the company will qualify to be an Exempt Private Limited.

–An EPC with annual revenue of more than S$10 million in the financial year need to appoint auditors and prepare audited financial statements, unless it qualifies as a Small Company (please see above).

–An EPC with annual revenue of less than S$10 million or dormant in the financial year is exempted from audit requirements.

  • Director: There must be at least one director who is ordinarily resident in Singapore. A Singapore citizen, Singapore permanent resident, an EntrePass holder or an employment pass holder are considered as resident in Singapore for this purpose. The directors must be natural persons, of at least 18 years of age and not disqualified to act as directors (i.e. not undischarged bankrupt or convicted of offences under the Singapore Companies Act).
  • Number of Directors on the board: If there are even number of Directors on the Board, please consider if the chairman of board of directors should have a casting vote.
  • Company Secretary: Every company must appoint a Secretary within 6 months from the date of its incorporation.
  • Matters require simple majority (50%) approval from shareholders: To be included in Shareholders’ Agreement and/or Articles of Association. Please advise.
  • Matters require super majority (e.g. 75%) or unanimous approval from shareholders: For example, the sale of all or material assets/business of the company or the taking up of loan/debt. To be included in Shareholders’ Agreement and/or Articles of Associate.
  • Auditors: Any audit firm registered with the Accounting and Corporate Regulatory Authority (ACRA).
  • Tax Agent
  • Sale of Shares: Any pre-agreed price or valuation mechanism for one existing shareholder to buy out the other. Any put or call option. Any restriction on right to sell shares. Any pre-approval of new shareholder required.
  • Bank Account: Number of authorised signatories and representatives of shareholders.
  • Competition: Any restraint of trade.