Starting a business in Singapore offers numerous advantages, making it an attractive option for local and foreign entrepreneurs alike. The streamlined process of company incorporation, favorable tax environment, and strategic location contribute to Singapore’s reputation as a leading global business hub. However, navigating the incorporation process involves gathering and submitting specific documents to meet registration requirements. This article outlines all the necessary documents for successful company incorporation in Singapore.
Basic Documents Required for Incorporation
When incorporating a company in Singapore, several core documents are essential. These form the foundation of your application and ensure compliance with statutory regulations.
Company Name Approval
The first step is obtaining approval from the Accounting and Corporate Regulatory Authority (ACRA) for your proposed company name. It should be unique and not infringe on existing trademarks or resemble obscene or undesirable names. Once approved, the name reservation lasts 120 days.
Directors’ Details
The company must have at least one director who is a resident of Singapore. A resident can be a citizen, permanent resident, or someone holding an Employment Pass. Non-resident directors need to provide:
- A passport copy
- Residential address proof such as utility bills or bank statements
Shareholders’ Details
Shareholders can include individuals or corporate entities. Information required for individual shareholders includes:
- Full name
- Passport copy and residential address proof if they are foreigners
- Identification card if they are residents
For corporate shareholders, the documentation needed encompasses:
- Legal Entity Certificate
- Resolution authorizing investment in Singapore company
Required Personal Identification Documents
Ensuring accurate identification and verification involves submitting various personal documents for directors and shareholders.
Passport Copy
A passport copy is mandatory for foreigners participating as directors or shareholders. The copy should be clear and readable, covering biodata pages that reveal name, date of birth, nationality, and other key identifiers.
Proof of Residence
This document verifies the residential address. Suitable proofs might include recent utility bills, tenancy agreements, or bank statements. They should clearly state the individual’s name and physical address.
Additional Documents Based on Business Entity Type
Certain additional documents become pertinent depending on the type of business entity you are incorporating, whether it’s a private limited company, branch office, or representative office.
Private Limited Companies
Aside from foundational documents, further paperwork for private limited companies comprises:
- Memorandum and Articles of Association: This outlines the company’s structure and purpose.
- Nominee Director’s Declaration: If applicable, this validation states the nominee acts under the direction of relevant stakeholders.
Branch Offices
For establishing a branch office of a parent company based outside Singapore, these documents are vital:
- Certified Passport Copy of Branch Manager: Essential for legal recognition.
- Registration Details of Parent Company: Including constitution, business profile, and board resolution.
Representative Offices
While not allowed to engage in profit-generating activities, representative offices still require key documents:
- Parent Company Information: Various substantial documents like registration certificates and company profiles.
- Appointed Representative’s Profile: Officially designated representatives need certified copies of their passports and proof of residence.
Financial and Capital-related Documents
These documents relate to the financial health and capital adequacy requirements of the newly incorporated company.
Share Capital Information
Details regarding the share capital, including authorized, issued, and paid-up capital, need specification. Initial minimum paid-up capital for a Singapore company is $1, but higher capital might be required for certain sectors.
Bank Reference Letter
If non-corporate foreign investors participate, sometimes banks providing reference letters are utilized to streamline trustworthiness and credibility assessments.
Corporate Governance Documents
Documenting proper corporate governance practices is crucial to legally assure the authorities of responsible business operations.
Register of Controllers
Companies must maintain a register detailing individuals or entities exerting significant control over business decisions. This must be accessible to regulatory bodies.
Company Secretary Appointment
An appointed company secretary within six months of incorporation is mandated. They handle statutory compliance and support governance frameworks. Documentation typically involves:
- A formal declaration of acceptance by the company secretary
- Relevant qualifications and experience evidence
Company Seal and Chop
Although no longer statutorily obligated, many businesses prefer using company seals or chops for endorsements to lend authenticity and credence to official documents and resolutions.
Industry-specific Licenses and Permits
Depending on the business nature, you may need additional licenses and permits. These vary across industries such as finance, healthcare, food & beverage, and construction.
Food and Beverage License
F&B establishments must secure food shop licenses from the Singapore Food Agency (SFA). Completing this requires submitting establishment hygiene protocols, among other specifics.
Healthcare Services License
Entities providing medical services need to obtain licenses from the Ministry of Health (MOH). This involves comprehensive documentation showcasing facilities, staff credentials, and safety standards.
Financial Industry Permits
Companies dealing in banking, insurance, and securities must gain approval from the Monetary Authority of Singapore (MAS). This demands detailed record submissions illustrating financial stability and compliance capability.
