Setting Up a Company in Singapore: The Ultimate Step-by-Step Guide

Key Takeaways for a Local Company Setup

• Setting up a company in Singapore starts with choosing the right business structure and preparing incorporation requirements (directors, shareholders, SSIC code and registered address).
• The process includes submitting the application through ACRA BizFile+, registering the company, appointing key officers (e.g., company secretary), and opening a corporate bank account.
• Post-registration compliance is ongoing and essential, including accounting, statutory filings and tax submissions such as ECI filing where applicable.

Why Singapore is a Top Choice for Business Incorporation

Singapore continues to attract entrepreneurs and investors from around the world due to its stable business environment, transparent regulations, and strong reputation as a global business hub.

Global Credibility

Singapore is widely recognised for its strong governance, regulatory transparency, and business-friendly environment. Incorporating a company here can enhance credibility with customers, investors, financial institutions, and business partners both locally and internationally.

Streamlined Registration

The company incorporation process is designed to be efficient and straightforward. Through ACRA’s digital registration system, businesses can complete key incorporation procedures quickly, making it easier for entrepreneurs to commence operations without unnecessary delays.

Favourable Tax Frameworks

Singapore offers a competitive corporate tax system with various reliefs and exemption schemes available to eligible companies. One example is the Start-Up Tax Exemption (SUTE) scheme, which provides qualifying new companies with tax exemptions on a portion of their chargeable income during their initial years of operation. Combined with clear compliance requirements and transparent tax regulations, this provides businesses with greater certainty when planning for growth and long-term operations.

Step 1: Choose the Right Business Structure

Before you incorporate, choose the business entity that matches your needs (growth plans, risk exposure, and compliance tolerance).

Private Limited Company:

Definition:

A Private Limited Company is a business structure that is legally distinct from its owners, making it one of the most widely adopted entities for entrepreneurs, SMEs, and growing businesses in Singapore.

Key Features:

• Operates as a separate legal entity from its shareholders and directors.
• Provides limited liability protection, meaning shareholders are generally not personally responsible for the company’s debts and obligations beyond their investment.
• Enjoys perpetual succession, allowing the company to continue operating even if ownership or management changes.
• Can own assets, enter into contracts, and initiate or defend legal proceedings in its own name.

Main Advantages:

• Eligible for schemes such as the Start-Up Tax Exemption (SUTE), subject to prevailing conditions.
• May benefit from various corporate tax incentives and government support programmes available to qualifying businesses.
• Generally viewed as a more credible business structure by customers, suppliers, investors, and financial institutions.
• Offers greater flexibility and is often easier to raise capital through the issuance of shares or the introduction of new investors.
• Supports long-term growth and expansion through a structured ownership and governance framework.

Best Suited For:

• Companies seeking external funding from investors or venture capital firms.
• Scalable start-ups seeking growth and investment opportunities.
• SMEs planning for long-term business expansion.
• Entrepreneurs looking to separate personal and business liabilities.
• Businesses intending to hire employees and build a formal corporate structure.
• Foreign companies establishing subsidiaries in Singapore.

Sole Proprietorship

Definition:

A Sole Proprietorship is a business structure owned and operated by a single individual, where the owner and the business are legally regarded as the same entity.

Key Features:

• The business is not a separate legal entity from its owner.
• The owner assumes unlimited personal liability for all business debts, obligations, and legal claims.
• The owner has full control over business decisions and operations.
• Business continuity ceases upon owner’s absence, retirement, incapacity, or death unless other arrangements are made.

Main Advantages:

• Simple and straightforward to establish with low setup costs.
• Subject to minimal compliance requirements compared to incorporated entities.
• Offers easy ACRA administration, with fewer statutory filing and reporting obligations.
• Allows business owners to maintain direct control without the need for shareholders or directors.
• Suitable for individuals looking to start a business quickly with limited administrative responsibilities.

Best Suited For:

• Entrepreneurs operating low-risk businesses with simple ownership structures.
• Freelancers and self-employed professionals.
• Home-based businesses and small retail operations.
• Consultants and independent service providers.
• Individuals testing a business idea before expanding.

Partnership

Definition:

A Partnership is a business structure where two or more individuals or entities operate a business together and share its profits, responsibilities, and obligations.

Key Features:

• Partners typically have joint and several liability for the debts and obligations of the business, depending on the partnership structure.
• Business decisions are often made through shared management responsibilities, allowing partners to contribute to the operation and direction of the business.
• A formal partnership agreement is recommended to define ownership interests, profit-sharing arrangements, responsibilities, and dispute resolution procedures.
• Partnerships may be structured as a General Partnership, Limited Partnership (LP), or Limited Liability Partnership (LLP), each offering different levels of liability protection and management flexibility.

Main Advantages:

• Enables a shared financial burden, allowing partners to contribute capital and resources towards business operations.
• Benefits from combined expertise and resources, bringing together different skills, industry knowledge, and professional networks.
• Facilitates collaborative decision-making and business development.
• Generally easier to establish and manage than a company structure, depending on the type of partnership chosen.

Best Suited For:

• Professional practices such as law, accounting, consulting, and architecture firms.
• Family-owned businesses with multiple owners.
• Entrepreneurs seeking to combine skills, capital, or industry expertise.
• Business partners who wish to jointly manage and grow a venture.
• Founders looking for greater operational flexibility than a company structure may provide in the early stages.

Each structure carries different legal, financial, and tax implications. You may consider seeking advice from firms that offer accounting and taxation services to determine the most appropriate structure for your business goals.

Step 2: What You Need Before You Incorporate

This is the section most guides oversimplify, and it’s also the section that often delays incorporation.

Below is a practical checklist of what you should have ready before incorporation.

• Approved company name to be reserved via ACRA BizFile+
• At least one local resident director
• Shareholders (individual or corporate)
• Share capital (commonly S$1 for startups, unless business needs otherwise)
• Registered office address in Singapore
• SSIC codes (business activity classification)
• Company constitution (custom or ACRA Model Constitution)

Official reference: ACRA explains what a company constitution is and what it must include here:

ACRA – Constitution guide: https://www.acra.gov.sg/how-to-guides/setting-up-a-local-company/constitution

Reserve Your Company Name (BizFile+)

Before incorporating a company, you must obtain approval for your proposed business name through ACRA’s BizFile+ portal. Taking the time to choose and verify an appropriate name can help avoid delays during the incorporation process.

• The Process Use the BizFile+ search tool to check name availability before submitting an application.
• Submit your proposed company name through BizFile+.
• ACRA reviews the application against its naming guidelines and regulatory requirements.
• Once approved, you can proceed with the company incorporation process.

Name Approval Standards

• Your proposed name should demonstrate sufficient distinctiveness and not be too similar to existing registered entities.
• It is advisable to conduct an IPOS database check to reduce the risk of trademark infringement issues.
• Names containing misleading descriptions, prohibited expressions, or vulgar or offensive terms are generally not accepted.
• Businesses should also refer to ACRA’s business entity name guide when selecting a company name.

Regulated Terms & Timelines

• Standard name applications are often approved within minutes or a few hours if no further review is required.
• Names containing regulated terms such as “finance”, “school”, “bank”, or other industry-specific wording may be referred to the relevant authorities for assessment.
• Applications requiring referral can take approximately 14 to 60 days, depending on the authority involved and the complexity of the review.

Validity

• Once approved, the company name is reserved for 120 days for exclusive use.
• The company must be incorporated within this period, otherwise the approved name will lapse and become available for reservation by others.

Key Requirements Before You Incorporate

Once your details are ready, you can proceed with incorporation. ACRA’s guide on incorporating a local company, including Model Constitution options is here:

After successful incorporation:

• Your company is registered with ACRA
• You receive a UEN (Unique Entity Number)
• Your entity can legally commence business operations

If you want a deeper walkthrough, ACRA also publishes BizFile incorporation guidance (PDF) that shows the steps (including constitution attachment).

After Incorporation: Banking, Licences & Setup

After your company has been incorporated, the next step is to establish the operational foundations needed to commence business activities. One of the first priorities is opening a corporate bank account, which typically requires several supporting documents during the onboarding process.

ACRA Business Profile

• The ACRA Business Profile serves as the official record of your company’s registration details.
• Banks commonly request this document to verify the company’s legal existence, business activities, and ownership structure.
• Ensure the information provided during incorporation is accurate and up to date to avoid unnecessary delays.

Identification Documents

• Banks generally require identification documents for directors, shareholders, and authorised signatories.
• This may include passports, NRICs, and proof of residential address, depending on the bank’s requirements.
• Clear and consistent documentation helps facilitate a smoother account opening process.

Board Resolution

• Some banks require a board resolution authorising the opening of a corporate bank account.
• The resolution typically identifies the authorised signatories and outlines the banking authority granted by the company.
• Preparing this document in advance can help streamline the onboarding process and reduce administrative delays.

Step 6: Complying with Ongoing Requirements

Incorporation is only the first step. To maintain compliance and avoid penalties, companies must adhere to several ongoing statutory requirements. These include:

• Appointing a Corporate Secretary: This must be done within six months of incorporation.
• Annual Filings with ACRA and IRAS: Companies are required to file annual returns and tax documents.
• Holding Annual General Meetings (AGMs): Required unless exempted.

These tasks are often handled by secretarial service providers or accounting firms that specialise in professional bookkeeping services, especially for smaller companies with limited internal resources.

A Proactive Approach to Incorporation

Successfully setting up a company in Singapore requires a clear understanding of regulatory obligations, from choosing a structure to ongoing compliance. Missing a step or misunderstanding a requirement could result in delays or non-compliance.

You may consider partnering with a corporate service provider experienced in local incorporation, governance, and financial compliance.

Explore how Accountancy Hub offers incorporation and compliance support tailored to new businesses. We can support your startup journey. Visit our website today.

Frequently Asked Questions

What are the first steps to take immediately after my company is incorporated?

After incorporation, businesses typically focus on opening a corporate bank account, organising internal records, and determining whether any licences or permits are required for their activities. Having a clear checklist when setting up a new company can help ensure important administrative and compliance requirements are not overlooked.

Is a corporate secretary required even for a small private limited company?

Yes. Under Singapore law, every private limited company must appoint a company secretary within six months of incorporation. Many businesses engage corporate secretarial services to help manage statutory filings, maintain company records, and meet ongoing compliance obligations.

How can I ensure my new business stays compliant with local regulations?

Maintaining compliance involves meeting filing deadlines, keeping accurate records, and understanding your obligations with ACRA and IRAS. Working with professional advisers such as Accountancy Hub can help businesses stay organised and manage these responsibilities more effectively as they grow.