Why do you need to register your business?
It is a legal requirement to register a business with the Accounting and Corporate Regulatory Authority (ACRA) if you want to operate a business in Singapore.
Benefits of Registering a Business
There are numerous advantages to registering a business with ACRA, including:
- Enabling the public to search for and verify information regarding your business and its proprietors.
- Simplifying the process for customers to identify, locate, and engage with your business.
- Facilitating your participation in government tenders and the acquisition of intellectual property or patents for new products and technologies.
- Providing your business with access to governmental funding opportunities, such as those offered by Enterprise Singapore.
Exemptions from Registration
Your business is exempt from registration if:
- You elect to conduct business under your full name as stated in your NRIC.
- You choose to conduct the business with one or more partners using their full names as stated in their NRICs.
1. Choose your company’s name
Embrace Creativity in Crafting a Company Name
Inventiveness is key when brainstorming a company name. Infuse your industry or niche with puns or clever wordplay to leave a lasting impression. Incorporating a personal connection or unique backstory can add depth to the name. Consider introducing a word from another language for an exotic twist. Remember, brevity is often king; opt for a short and simple name that’s easy to recall and share.
Ensure Alignment with Brand Identity
Your company name should serve as a reflection of your brand identity, embodying its core values and mission. For instance, if sports is central to your business ethos, opt for a name that echoes sportiness (e.g., “Go-fast” or “Solid Kicks”). Harmonize it with your visual branding elements like logo and color palette. Gauge how your target audience will perceive it; a catchy name, as discussed earlier, can bolster brand recognition and set you apart in a competitive landscape. A Brand Marketing Agency can help you with this.
Related article: What does a brand marketing agency really do?
Verify Availability on the Portal
Prior to registration, it’s crucial to confirm the availability of your chosen name on BizFile+. Run a quick search by inputting your proposed name into the search bar on the portal and hitting “Search.”
Navigate Through Registration Restrictions
Adherence to Section 17(1) of the Companies Act (2014) is imperative for name approval. The Registrar is mandated to decline registration if the business name is deemed:
- Undesirable (e.g., containing vulgar, obscene, or offensive language, or resembling that of a governmental entity)
- Identical to any existing registered business name, corporation, or limited partnership
- Similar to a reserved name
- Designated by the Minister as unsuitable for registration (e.g., Temasek) Refer to examples of business names considered identical under subsidiary legislations administered by ACRA for further guidance (e.g., Business Names Registration (Identical Names) Regulations 2015, Companies (Identical Names) Regulations 2015, Limited Partnerships Regulations, and Limited Liability Partnerships Regulations).
2. Determine your company type
In Singapore, there are seven types of companies that can be incorporated, each with distinct characteristics and features. When submitting a company name application, you must specify the relevant company type from the following options:
Exempt Private Company
- Most common type in Singapore.
- Name typically ends with “Pte Ltd”.
- Maximum of 20 shareholders, none of which are corporations.
- Has a share capital.
Private Company Limited by Shares
- Name usually ends with “Ltd”.
- Can have more than 50 shareholders.
- May raise capital by offering shares or debentures to the public.
- Liability of shareholders is limited to the capital invested.
Public Company Limited by Shares
- Name usually ends with “Ltd”.
- May have more than 50 shareholders.
- Corporations can be shareholders.
- Liability of shareholders is limited to the capital invested.
Public Company Limited by Guarantee
- Name typically ends with “Ltd”.
- Engages in non-profit activities.
- No share capital.
- Liability of members is limited to the amount they undertake to contribute in case of winding up.
Unlimited Private Company
- Usually includes “Unlimited” in its name.
- Can have a maximum of 50 shareholders.
- Corporations can be shareholders.
- Has a share capital.
Unlimited Exempt Private Company
Maximum of 20 shareholders, none of which are corporations.
Unlimited Public Company
May have more than 50 shareholders.
Corporations can be shareholders.
3. Decide your company’s financial year
A company’s financial year end (FYE) marks the conclusion of its accounting period, providing a defined timeframe for completing the business’s accounting cycle. This periodicity offers insights into the business’s ongoing profitability. Transactions are recorded throughout this period and summarized in financial statements.
Accounting periods can span either 12 months or over 52 weeks. For instance, if you opt for a 12-month accounting period starting on January 1, 2020, your company’s FYE will be December 31, 2020. Alternatively, selecting a 52-week accounting period commencing on Wednesday, January 1, 2020, will result in your company’s FYE falling on Wednesday, December 30, 2020.
The choice of FYE is significant as it determines the deadlines for corporate filings and taxes each year. Private companies must hold their annual general meetings (AGM) within 6 months after the FYE and file their annual returns within 7 months after the FYE. Common FYE options include March 31, June 30, September 30, or December 31.
4. Your annual filing requirements
Under the Companies Act, directors of companies are obligated to adhere to statutory requirements, failure to do so may result in enforcement actions. Among these obligations, holding annual general meetings (AGMs) and filing annual returns are paramount.
Annual General Meeting (AGM)
Unless exempted, companies must conduct an AGM annually. These meetings serve to update stakeholders on the company’s financial standing and strategic direction. Additionally, AGMs provide a platform for stakeholders and company officials to engage at least once a year.
Annual Return
Private companies are mandated to submit their annual return within 7 months after the end of the financial year. Timely filing of the annual return ensures proper and prompt disclosure to all stakeholders. This requirement applies to all companies, including inactive and dormant ones. Even if a company is exempt from filing income tax returns by the Inland Revenue Authority of Singapore (IRAS), as long as its status is “live,” filing the annual return with ACRA is necessary.
5. Your company’s officers: director(s), company secretary, and others
The subsequent step entails appointing officers within your company. Every company must appoint at least one director and a secretary.
Before proceeding with your company incorporation application, ensure you have the following personal details and contact information of the appointed officers:
- NRIC (National Registration Identity Card) or full name
- Nationality
- Contact details (phone number and email address)
- Residential address
For individuals holding NRIC or some FIN (Foreign Identification Number), there’s no requirement to provide personal information such as nationality and residential address, as these details will be obtained from the relevant government agencies.
6. Where is your company located?
When submitting an application to incorporate a local company, you are required to provide an office address. This address serves as the registered office, where all communications and notices to the company are directed, and where the company’s registers and records are maintained.
Here are the requirements for registered office addresses:
Accessibility
- The registered office must be open and accessible to the public for at least three hours during ordinary business hours on each business day, excluding Saturdays, Sundays, and public holidays.
- This accessibility ensures that members of the public can reach out to the office if needed and facilitates the delivery of legal documents.
- Failure to comply with this requirement may result in fines of up to S$5,000 for companies and directors.
Location
- The registered office must be located in Singapore.
- It does not necessarily need to be the operational headquarters of the company. For example, the registered office address could be at City Hall while the company’s warehouse is situated in Changi.
7. Submit your application to ACRA
Once you have gathered all the necessary information, follow these steps to submit your application on BizFile+ using your Singpass:
- Log in to BizFile+ using your Singpass credentials.
- From the eServices menu, go to “Local Company” and select “Start a New Local Company.”
- Click on “Application for New Company Name” and fill out the required form.
- You have the option to either apply for the proposed company name and incorporate the company together in a single application or complete them in two separate steps. If you choose the latter, you’ll need to provide the transaction number of your approved company name application to proceed with the “Incorporation of Local Company” transaction.
- Once your incorporation application is approved, BizFile+ will send an email to the appointed officers (e.g., directors, shareholders, and company secretary) to request their endorsement. They can also access the email from their personal dashboard in BizFile+. All appointed officers must endorse their appointments within 60 days from the date of the email, or the application will lapse.
Regarding fees:
- The fee for the name application is $15.
- The fee for registering a company is $300.
- Payment can be made using credit/debit cards (Visa, MasterCard, or American Express), PayPal, Apple Pay, or Google Pay.
