INFORMATION ON PRIVATE COMPANIES IN SINGAPORE

Authorised Capital

The minimum authorised share capital is S$100,000.

Paid-up Capital

There are no minimum paid-up capital requirements for a Singapore company registration. A Singapore company can be registered with a minimum of S$1.

Company Directors

A Singapore company can have one or more resident or non-resident directors. There must be at least one director. However, at least one of the company directors must be ordinarily resident in Singapore i.e. a Singapore citizen, a Permanent Resident of Singapore or an expatriate holding a valid employment pass may act as the resident director.

A foreigner who wishes to act as a local director of a company can apply for an Employment Pass or Approval-In-Principle letter under the EntrePass Scheme.

Company Secretary

A company must have at least one qualified corporate secretary with a principle place of residence in Singapore.

Registered Office

A company must have a registered office situated within Singapore.

Object clauses

This is to provide information on the objects or purposes for which the company is to be incorporated.

Licenses and Permits

No special approval is required for most of the business activities in Singapore. Only certain types of business activities are controlled by government agencies and require necessary approvals and license from relevant authorities before commencing business. Government approval is generally not required for companies to do business in Singapore with the exception of the following:-

·                    Banks and other financial institutions wishing to do business do require approval from the Monetary Authority of Singapore (MAS).

·                    Certain activities, such as the production of cigarettes, beer, refrigerators and air-conditioners, operation of restaurants, bars, etc. require a license from the relevant government bodies.

Procedures

The procedures involved on incorporating a private company are as follows:-

·                    Apply for a new company name

·                    Prepare the relevant incorporation documents

·                    The applicant to sign the company incorporation documents

·                    Apply to incorporate or register the company

·                    Open bank account

APPLY FOR A NEW COMPANY NAME

A company name must be approved before the company can be registered. A proposed company name will not be approved if the name is of the following nature:-

·                    Undesirable name – a name that is offensive, vulgar, abusive or obscene.

·                    Identical name – a name that is identical to the name of another local company, branch of a foreign company or business firm.

·                    Similar name – a name that so nearly resembles another name that it is likely to be mistaken for it.

·                    Restricted name – a name that the Minister of Finance has directed the authorities not to accept such as “Temasek”, “The Esplanade – Theatres on the Bay”, and “Treasury”.

·                    A name that infringes registered trademarks or patents.

Company names that contain words like Bank, Finance Company, Insurance, School, University, Travel Agent, Media, etc. must first be approved by the authorities before they can be used.

An applicant is required to provide up to three names in order of preference for the purpose reserving the name.

The company name will be valid for 60 days from the approval date of approved name. If an applicant needs more time, he may apply for the extension of reservation period for the approved name. However, the extension can only be applied once and the application has to be done before the name expires.

PREPARE THE RELEVANT INCORPORATION DOCUMENTS

To incorporate a Singapore company, the following information needs to be submitted to the Registrar of Companies (ACRA):-

·                    Memorandum and Articles of Association

·                    Statutory Declaration of Compliance

·                    Particulars of Shareholders, Directors, Secretaries, etc.

·                    Certificate of Identity

·                    Situation of Registered Office/Office Hours at Time of Registration

·                    Consent to Act as Director and Statement of Non-disqualification to Act as Director

·                    A Consent to Act as Secretary

LEGAL SUPPORT SERVICES

We also offer a wide range of commercial legal support services for businesses operating in Singapore. These include amongst others, drafting agent or supply contracts, advice on company law matters, directorships, joint ventures, and shareholders’ agreements. We assist companies in filing and securing trade marks, securing branding and intellectual property rights.

Another area we focus on is food and beverage and restaurant franchises and drafting the necessary franchisee agreements and ancillary documents to assist companies in setting up of franchises.