Skip to main content Skip to search

Archives for Secretary

Setting up a Local Company

Singapore River and Merlion

Setting up a Local Company

What’s a Company

A business entity registered under the Companies Act, Chapter 50 and treated as an independent legal entity, i.e. separate from its directors and shareholders. Once incorporated, the company has perpetual succession and it can own properties, enter contracts and sue and be sued. It usually has the words “Pte Ltd” or “Ltd” as part of its name.

Types of Companies

  • Public Company Limited by Shares
    – More than 50 shareholders
    – Offers shares to the public
  • Public Company Limited by Guarantee
    – Not-for-profit, religious and charitable organizations
    – Has a board of trustees
  • Private Company
    – Up to 50 shareholders
  • Exempt Private Company
    – Not more than 20 shareholders
    – No corporate shareholders

Who Can Set Up a Local Company

  • Singapore Citizens
  • Singapore Permanent Residents (PRs)
  • Foreigners: Those residing local and managing the operations must apply for an Entrepass. Those residing overseas must have at least one locally resident director.

Company Name

The proposed name of the Company should not be identical or similar to any registered company or business. If a certain name is not available, an appeal can be submitted stating reasons or no objection letter from existing business owners/directors stating that they have no objection to use of such similar names. ACRA may take a few days for outcome in appeal cases. Otherwise, name approval is normally instant. However, names containing certain words such as “bank”, “insurance” or “financial services” and/or certain SSIC codes may require approval of other government bodies which may take 2 to 14 days.

Memorandum and Articles of Association

Memorandum and Articles of Association is considered as a statutory contract between a company and its members, and among the members themselves. It binds even new members entering the company after incorporation of the company. Non-compliance with the Articles is amount to procedural irregularity.

If a provision of a company’s Memorandum or Articles of Association is not observed then:

  • in case of non-compliance by a company, a member may be able to obtain a declaration or injunction requiring the company to comply
  • in case of non-compliance by a member, another member of the company may be able to obtain declaratory or injunctory relief or damages.

Companies currently have a choice to use their custom Memorandum or Articles of Association or adopt Model Memorandum or Articles of Association.

Local Address

Singapore companies must have a local address as a registered office address.

Residential addresses can be used as a business address under the Home Office Scheme. However, prior approval from the Housing Development Board (for HDB flats) or Urban Redevelopment Authority (for private properties) must be obtained in order to use residential premises (owned or rented) for home office use.

Share Capital

Paid-up capital: This refers to the issued capital that is paid up by the shareholders.

Issued capital: This refers to the share capital which has been allotted to the shareholders.

Director

The Company needs to have at least one director ordinarily resident in Singapore. If a foreigner wishes to act as a local director of the company, he can apply for an Employment Pass from the Work Pass Division of the Ministry of Manpower under the Entre Pass scheme. Only individuals can be a director (i.e. corporate directorships are not allowed). Minimum age for being a director is 18 years.

Shareholder

The Company needs to have at least one shareholder.

Either an individual (more than 18 years) or a corporate entity can be shareholder. No minimum local shareholding requirements. 100% ownership of Singapore companies can be owned by foreign persons or entities.

Company Secretary

Every company must appoint a secretary within 6 months of the date of its incorporation. The company secretary must be residing locally in Singapore. He/She must not be the sole director of the company. A private company is not required to appoint a properly qualified person as a company secretary unless mandated by the Singapore Company Registrar, ACRA.

The secretary of a public company must comply with section 171(1AA) of the Companies Act i.e. must possess at least one of the following qualifications:
– Been a secretary of a company for at least 3 of the 5 years immediately before his appointment as secretary of the public company.
– Qualified person under the Legal Profession Act (Cap. 161).
– Public accountant registered under the Accountants Act (Cap. 2).
– Member of the Institute of Singapore Chartered Accountants.
– Member of the Singapore Association of the Institute of Chartered Secretaries and Administrators.
– Member of the Association of International Accountants (Singapore Branch).
– Member of the Institute of Company Accountants, Singapore.

Business Activity

Prior to the Companies (Amendment) Act 2004, the Memorandum requires object clauses to clearly define the trade and business activities that the Company can operate in. However the 2004 Amendment Act removed this requirement and object clauses have been made non-mandatory, leaving the Company to be free to do any business activities so long as the Company has obtained the relevant and applicable business approvals, permits and/or licenses.

The types of business activities assigned to the Company are categorically classified in the Singapore Standard Industrial Classification (SSIC) 2010, which is the tenth edition of such business classification administered by the Department of Statistics Singapore.


Ready to Form Your Business?  Get Started.

Read more

Share Certificates

Share Certificate

Share Certificate

Share Certificates
A certificate bearing the common seal of the company is proof of a member’s ownership of the shares. Every share certificate should state under seal all of the following details:

  1. Date of issue
  2. Name of the company
  3. The authority under which the company is constituted, i.e. Singapore
  4. Address of the company’s Registered Office
  5. Class of shares
  6. Extent to which shares are paid up g. Name of the registered member
  7. Number of shares
  8. Certificate number

If you are named as a member in the company’s register, you will be entitled to receive share certificates free of charge. However, if the shares are held jointly by several persons, the company need only issue one certificate to be delivered to one of the shareholders. Every company should ensure that all necessary share certificates are issued and delivered promptly. The timeline is within 2 months after a share has been issued, or within 1 month after a completed share transfer is lodged with the company.

Below is the extract from Singapore’s Companies Act (CHAPTER 50) pertaining to the duties of the company with respect to issue of share certificates and default in issue of certificates.

Duties of company with respect to issue of certificates and default in issue of certificates

130.—(1)  Every company shall within 2 months after the allotment of any of its shares or debentures, and within one month after the date on which a transfer (other than such a transfer as the company is for any reason entitled to refuse to register and does not register) of any of its shares or debentures is lodged with the company, complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer.

130.— (2)  If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

130.— (3)  If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to him, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit.

FAQ

Who keeps the share certificate? Respective shareholders. The secretary shall however keep the portion of the certificate document, where the shareholder signs and acknowledge the receipt of the share certificate.

(However, cancelled shares should be kept by the company secretary).

What if the share certificates are lost? The secretary of the Company can issue a duplicate share certificate in place of the lost one in accordance with the Company’s Articles of Association.
Who should sign share certificates upon issuance? Share certificates are to be signed by any two directors. However, if the Company is incorporated with a single director, which is allowed in Singapore, one director and one secretary shall sign the certificates.
Should the Company’s common seal be affixed on share certificates Yes

 

Read more

Process to Legalise Document issued in Singapore (Non-Govt Documents)


PROCESS TO LEGALISE NON-GOVERNMENT DOCUMENT/S ISSUED IN SINGAPORE FOR USE OVERSEAS
:

Document legalisation

Document legalisation

[NOTE: The document/s refer to non-Singapore Government issued document/s (foreign / private / company documents, including educational certificates from private schools) which must be first referred to a Notary Public (any law firm offering notarial services) for notarisation and then to the Singapore Academy of Law for certification before the documents can be presented at the Singapore Ministry of Foreign Affairs (MFA) for legalisation and finally the respective Embassy in Singapore (e.g., if the document is to be used in UAE, then the respective Embassy refers to UAE Embassy in Singapore. Likewise if the document is to be used in Myanmar, then the respective Embassy means Myanmar Embassy in Singapore).

Commercial documents such as Invoices, Bills of Sales, Certificates of Origin, Fumigation certificates, etc should be certified or seen by any of the four Chambers of Commerce (International, Chinese, Indian and Malay) or the Singapore Manufacturers’ Association before presenting to Singapore MFA for legalisation.

For legalisation of true copies, please present the photocopy together with the original document for verification.]

The steps to note are as follows:

Step 1:
Seek the advice of a Lawyer or Notary Public in Singapore to issue a notary certificate for the original document.

Step 2:
Have the legalised document certified by the Singapore Academy of Law
Address:   1 Supreme Court Lane, Level 5M, Singapore 178879
Phone   : +65 6332 4117
Fax        :  +65 6333 9747
Email    : conp@sal.org.sg

Step 3:
Have the document legalised at the Consular Service Counter, Singapore Ministry of Foreign Affairs
Address :  Tanglin   (opposite Gleneagles Hospital)
Phone    : +65 6379 8000
Opening Hours: Mondays to Fridays: 9.00 am to 4.30 pm (lunch hours inclusive)
Saturdays: 9.00 am to 12.30 pm

(Note: Fees Chargeable at MFA – S$10/- for each legalisation of document, payable by Nets or Cashcard.)

Step 4:
Have the document legalised at the:
Respective Embassy (e.g., Embassy of the United Arab Emirates in Singapore/Embassy of the Union of Myanmar in Singapore)

Read more