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Singapore Holding Company

Incorporation of a private limited company image

Singapore holding companies are registered as a Private Limited Company (PLC) which is the preferred business arrangement for small and medium sized foreign entities that operate in the city. However, it is most advisable that you seek professional advice about the tax and legal implications of establishing a local business presence.

Incorporation Requirements

    • A Singaporean PLC needs to have at least 1 (one) shareholder and no more than fifty.
    • After the incorporation process has been completed, shares can be transferred or issued at any given time.
    • A minimum of 1 local director that resides in Singapore.
    • Have at least 1 shareholder.
    • The director needs to have a clean criminal record and be at least eighteen years of age.
    • The appointment of the director and shareholder are allowed to be the same individual.
    • If the company has only one shareholder and director who is the same individual, that same individual is not allowed to act as the company’s secretary.
    • A secretary should be appointed within 6 months of incorporation and should be a resident of Singapore.
    • A resident is defined as someone who is a citizen of Singapore, a Permanent Resident or a Dependent Pass holder, Employment Pass holder or an Entrepass holder.
    • 100% foreign shareholding is allowed and the shareholders can be an individual or another legal entity.

Paid-Up Capital Requirements

    • The minimum share capital for registering a company in Singapore is one Singaporean dollar.
    • The increase of paid-up capital can be done any given time after the incorporation of company. Also, for Singaporean companies, there’s no concept of authorized share capital.

A Registered Address

A local address should be provided as the company’s registered address. It has to be approved by the URA and must not be a PO Box. A residential address may only be used under the House Office Scheme (HOS).

Company Business Profile and Official Certificate of Incorporation

After the company has been successfully incorporated, ACRA will send an official E-mail which includes the registration number (UEN). This number can be regarded as the official Certificate of Incorporation. The hard format can be requested online for a fee of S$ 50. The company can start operations after obtaining these documents and after they’ve been issued a UEN.

Yearly Compliance: General Meetings and Annual Returns

After one and a half years from the company’s incorporation date, a general meeting needs to be held. After 30 days of the yearly general meeting, an annual return needs to be made and it should contain the specifics of the company’s auditors, registered address and officers. In summary, a professional service company can handle this on their behalf.

RELATED: An Intro to Singapore Holding Companies

If the company owner decides to self-incorporate their company, the below are the steps to be taken to register a private limited company:

  1. Name Reservation and Registration:

The first step involves choosing a name for the company. The name shouldn’t contain offensive, sensitive words or conflict with any other existing names. Typical approval time is just 1 hour. To ensure a successful process, you should refer to the following guidelines:

      • If the name contains words like law, finance, etc, they need to be referred to a relevant government authority prior to approval.
      • A PLC needs to have the word Pte. It also needs to be inserted before the word Limited.
      • After a name is approved, it’s reserved for 60 days.
  1. Company Registration:

When the name of the company has been finally approved, the owner should file a formal incorporation request on ACRA’s BizFile and it should include the following:

    1. Softcopy of Articles of Association and Memorandum.
    2. Shares percentage breakdown details.
    3. Registered place of business.
    4. Particulars of shareholders or directors.
    5. Type of company.
    6. Approved company name or name of application. A company can usually be incorporated within 15 minutes after the registration fee is paid. If a company needs referral or approval, the process can be extended and can take between 14-60 days.