What Is a Company
A business entity registered under the Companies Act 1967 is treated as an independent legal entity, distinct from its directors and shareholders. Once incorporated, the company has perpetual succession — it can own property, enter into contracts, and sue or be sued in its own name. Its name usually ends in “Pte. Ltd.” or “Ltd.”
Types of Companies
- Private company
- Membership capped at 50, with restrictions on the transfer of shares in its constitution
- Cannot offer shares to the public
- Public company limited by guarantee
- Not-for-profit, religious, and charitable organisations
- Has a board of trustees
- Public company limited by shares
- A public company whose members’ liability is limited by their shares. “Public” here simply means the company is not a private company, rather than implying any shareholder count
- May offer shares to the public, subject to prospectus requirements
- Exempt private company
- Not more than 20 shareholders
- No corporate shareholders
Who Can Set Up a Local Company
- Singapore citizens
- Singapore permanent residents (PRs)
- Foreign entrepreneurs: those residing in Singapore and managing operations locally must apply for an EntrePass or Employment Pass; those residing overseas must appoint at least one local resident director.
Company Name
The proposed company name must not be identical or similar to any existing registered company or business. If a name isn’t available, you can appeal by stating your reasons, or submit a letter of no objection from the existing business owners or directors. ACRA may take a few days to decide on appeal cases; otherwise, name approval is normally instant. Names containing certain words — such as “bank”, “insurance”, or “financial services” — and/or certain SSIC codes may require approval from other government bodies, which can take 2 to 14 days.
Constitution
A company’s constitution is a statutory contract between the company and its members, and among the members themselves. It binds new members who join after incorporation. Whether a breach of it is a mere procedural irregularity or something a member can act on depends on the provision and the circumstances.
If a regulation in a company’s constitution isn’t observed:
- in the case of non-compliance by the company, a member may be able to obtain a declaration or injunction requiring the company to comply.
- in the case of non-compliance by a member, another member may be able to obtain declaratory or injunctive relief, or damages.
Companies currently have the choice to use a customised constitution or adopt the Model Constitution.
Local Address
Singapore companies must have a local registered office address.
A residential address can be used as a business address under the Home Office Scheme. However, prior approval from the Housing & Development Board (for HDB flats) or the Urban Redevelopment Authority (for private properties) is required before using residential premises — whether owned or rented — for home office use.
Share Capital
Paid-up capital refers to the issued capital that has actually been paid up by the shareholders.
Issued capital refers to the share capital that has been allotted to shareholders.
Director
A company needs at least one director ordinarily resident in Singapore. A foreigner wishing to act as a local director can apply for an Employment Pass or EntrePass. Only individuals may be directors — corporate directorships are not allowed — and the minimum age for a director is 18.
Shareholder
A company needs at least one shareholder, who may be an individual (aged 18 or above) or a corporate entity. Singapore companies can be 100% owned by foreign individuals or entities.
Company Secretary
Every company must appoint a company secretary within 6 months of incorporation. The secretary must reside locally in Singapore and must not be the sole director of the company. A private company isn’t required to appoint a formally qualified secretary unless required by ACRA, the Singapore company registrar.
The secretary of a public company must comply with section 171(1AA) of the Companies Act and hold at least one of the following qualifications:
- Been secretary of a company for at least 3 of the 5 years immediately before appointment as secretary of the public company
- Qualified person under the Legal Profession Act 1966
- Public accountant registered under the Accountants Act 2004
- Member of the Institute of Singapore Chartered Accountants
- Member of the Chartered Secretaries Institute of Singapore
- Member of the Association of International Accountants (Singapore Branch)
- Member of the Institute of Company Accountants, Singapore
Business Activity
Before the Companies (Amendment) Act 2004, a company’s constitution had to clearly define the trade and business activities it could carry out, via object clauses. The 2004 amendment removed this requirement, making object clauses non-mandatory — a company is now free to carry out any business activity, provided it has obtained the relevant approvals, permits, and/or licences.
The types of business activities a company can be assigned are categorised under the Singapore Standard Industrial Classification (SSIC) 2020, administered by the Department of Statistics Singapore.