Company Formation for International Entrepreneurs in Singapore

Pre-Incorporation Essentials

Choosing a Unique Company Name

‍Before you can incorporate, the Accounting and Corporate Regulatory Authority (ACRA) must approve your business name. Speed is of the essence to secure your preferred name, which should be distinctive, non-offensive, and compliant with trademark laws. If your initial choice is taken or rejected, it's wise to have alternatives ready. Once approved, the name is reserved for 120 days, after which it becomes available again if not used.

Deciding on the Company Structure

‍Singapore offers seven distinct company structures. It's crucial to assess each and select the one that aligns with your business objectives. The Private Limited Company is a popular choice due to its scalability and limited liability protection. Foreign entities may also consider transferring their registration to Singapore or establishing a subsidiary, branch, or representative office.

• Subsidiary Company: Operates as a separate legal entity from its foreign parent company, enjoying local tax benefits and limited liability.
• Branch Office: Functions as an extension of the foreign parent company, bearing full liability for debts and obligations.
• Representative Office (RO): Serves as a temporary setup for market research without legal status or the ability to conduct commercial transactions.

Classifying Business Activities

‍Your business must be classified according to the Singapore Standard Industrial Classification (SSIC) codes. These codes are updated regularly to reflect the evolving economic landscape, so it's important to choose the one that best describes your business activities.

Drafting the Company's Constitution

‍A company's constitution outlines its governance rules and regulations. It should detail the company's name, registered address, business activities, the rights and responsibilities of directors and shareholders, share capital, and procedures for internal management. Companies have the option to adopt a standard Model Constitution or create a customized one.

Appointing Key Company Officials

Directors and Nominee Directors

Every company in Singapore must have at least one resident director. To qualify as a resident director, the individual must meet the following criteria:

• Be at least 18 years old.
• Hold citizenship or permanent residency in Singapore, or possess a valid Employment Pass

Additionally, you can appoint non-resident directors if they hold appropriate visas such as an EntrePass, ensuring they are legally permitted to work in Singapore. Stellar supports diversity in your boardroom by allowing an unlimited number of resident and non-resident directors, provided they are not disqualified under the Companies Act due to bankruptcy, a criminal record involving malpractice, fraud, or dishonesty.

Solutions for International Entrepreneurs

If you are an international entrepreneur without local ties, Stellar is here to support you. We offer a selection of Nominee Director services to fulfill the local director requirement efficiently. Our panel includes highly qualified professionals ready to provide business advisory and consultancy services tailored to your specific needs. Alternatively, for those seeking a cost-effective solution, we can connect you with other reputable local individuals from our network.

Shareholders

‍Your company must have at least one shareholder, and there's no upper limit on the number of shareholders. Shareholders can be individuals or corporate entities, and they must provide personal information during the registration process.

Company Secretary

‍A company secretary is responsible for ensuring compliance with statutory requirements. Stellar offers experienced company secretaries who can manage these obligations and help avoid penalties for non-compliance. Remember, a company secretary must be appointed within six months of incorporation.

Data Protection Officer

As of 30th September 2024, all Singapore companies must appoint a data protection officer (DPO). Stellar offers DPO-as-a-Service solutions to help meet this legal requirement.

Post-Incorporation Procedures

Endorsement by Company Officers

‍Following incorporation, company officers must endorse their appointments through BizFile+ within 60 days.

Work Visas for Foreign Entrepreneurs

‍If you intend to reside in Singapore and manage your company, you'll need an Employment Pass or EntrePass.

Auditor Appointment

‍Unless exempt, your company must appoint an auditor within three months of incorporation.

Obtaining Necessary Licenses and Permits

‍Certain business activities require specific licenses or permits before commencing operations.

Opening a Corporate Bank Account

‍A corporate bank account is essential for managing finances. While some banks may require your presence in Singapore for verification, Stellar can assist with remote account opening procedures.

Setting the Financial Year End (FYE)

‍You can choose your company's FYE, which is crucial for scheduling annual returns and general meetings.

Maintaining Company Registers

‍It's imperative to maintain up-to-date registers of key appointments and to file any changes with ACRA promptly.

Updating Company Information

‍Any changes to the company's particulars must be reported to ACRA within 14 days.

Trademark Registration

‍While optional, registering a trademark can protect your brand's identity in Singapore and internationally.

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In conclusion, setting up a company in Singapore as a foreigner is a straightforward process, albeit with some additional steps. By following these guidelines and leveraging the services provided by Stellar, you can ensure a smooth and compliant business incorporation.