Foreign entrepreneurs can choose from various business structures, but the Private Limited Company (Pte Ltd) is the most common due to its flexibility, scalability, and liability protection.

Key Features of a Private Limited Company:

• Separate legal entity from its shareholders.
• Limited liability for owners.
• Can have up to 50 shareholders.
• Eligible for corporate tax benefits.

Key Features of an Exempt Private Limited Company

• Separate legal entity and limited liability from its shareholders.
• Simpler annual filing compliance.
• Less than 20 shareholders.
• Eligible for corporate tax benefits.

1. Local Resident Director 
   • Singapore law mandates that every company must appoint at least one local resident director who is:
   • A Singapore citizen, permanent resident, or an EntrePass
     holder.

   Solution for Foreigners:

   • Engage nominee director services from a professional corporate service provider if you do not have a local contact.
   • Lett offers nominee local resident director service to cater for your new startup requirement.
2. Registered Office Address
   • Must provide a local physical address (P.O. boxes are not
     allowed).
   • Virtual office solutions are acceptable if no physical space is
     needed.
3. Corporate Secretary
   Appoint a corporate secretary within six (6) months of incorporation to manage compliance requirements.
4. Paid-Up Capital
   Minimum paid-up capital required is S$1, though certain industries may require higher amounts.
5. Shareholders
   • Can be individuals or corporations.
   • 100% foreign ownership is allowed.

Requirements for Approval:

• Name must be unique and not similar to existing names.
• Avoid prohibited or sensitive words (e.g., “bank”, “insurance”) unless approvals are obtained.

Process:

• Submit the proposed name via ACRA’s BizFile+ portal.
• Name reservation is valid for 120 days.
•  

For Individual Directors and Shareholders:

• Passport copy with more than 6 months validity.
• Proof of residential address (dated within the last three (3) months).

For Corporate Shareholders:

• Certificate of Incorporation.
• Memorandum and Articles of Association.
• Board resolution authorizing the investment.

Additional Documents:

• Contact details of directors and shareholders (including identification).
• Description of business activities (SSIC code).
• Constitution of the company (standard or customized).

Process:

1. Submit incorporation application through ACRA’s BizFile+ system.
2. Provide all required documents and pay the registration fee (S$315).
3. Approval is typically completed within one to two business days if documents are in order.

Outcome:

• You will receive the Certificate of Incorporation and Business Profile upon successful registration.

Requirements:

• Certificate of Incorporation.
• Company Constitution.
• Directors’ and shareholders’ identification documents.
• Proof of business activities (e.g., contracts or invoices).

Banking Options:

• Choose from local banks (e.g., DBS, OCBC) or international banks (e.g., HSBC, Citibank).
• Some banks may require a physical presence for account opening.

Industry Specific Licenses:

• Food and Beverage (F&B): Apply for licenses from the Singapore Food Agency.
• Finance: Obtain approval from the Monetary Authority of Singapore (MAS).
• Education: Register with the Ministry of Education (MOE).

General Licenses:

• GST registration if taxable turnover exceeds S$1 million.

Key Taxes for Companies:

1. Corporate Income Tax:
   • File Estimated Chargeable Income (ECI) within three (3) months of the financial year-end.
   • File annual returns by November 30.
2. GST (if applicable):
   Submit GST returns quarterly.
3. Withholding Tax:
   Applicable for payments to non-resident individuals or companies.

Annual Obligations:

• Hold Annual General Meeting (AGM) within six (6) months after the financial year-end.
• File annual returns with ACRA.
• Maintain statutory registers.

Employment Compliance:

• Register employees for CPF contributions.
• Comply with the Employment Act.

1. Can I own 100% of my Singapore company as a foreigner?
   Yes, Singapore allows 100% foreign ownership of companies.

    

2. Do I need to be physically present to incorporate my company
   No, incorporation can be done remotely through a corporate service provider. However, bank account opening may require your presence.

    

3. What is the minimum capital required for incorporation?
   The minimum paid-up capital is S$1.

    

4. How long does the incorporation process take?
   Typically, 1-2 business days if all documents are in order

Incorporating a business in Singapore as a foreigner is a structured process that requires careful preparation and understanding of local regulations. By following this step-by-step guide and engaging professional corporate service providers like Lett, you can ensure a smooth and efficient incorporation journey.

Ready to start your business in Singapore? Contact Lett for expert guidance and seamless incorporation services.

Disclaimer: The information provided in this article is accurate as of 21st January 2025. Policies and regulatory requirements are subject to change. Readers are encouraged to consult official sources or seek professional advice to ensure compliance with the latest regulations.