A private limited company is among the LLCs that are certified and controlled by Singapore’s Financial reporting and Commercial Regulatory division. Participants and business entities are both permitted to purchase stock in a private limited corporation in Singapore, as per the Singapore Corporations Law. These individuals are referred to as investors generally, and their ownership stakes in the corporation are measured in shares.
A private LLC offers highly restricted and autonomous investment advantages, in contrast to public limited corporations and businesses limited by shares. You won’t be required to exchange stocks openly on the financial markets, so to speak.
Key requirements
The following are the key requirements for the registration of a Singaporean private limited company:
Organizational actions
When you apply to incorporate a firm in Singapore, you must outline your business operations. To do this, use the proper Singapore Standard Industrial Classification Code (SSIC).
Ownership agreement
A properly drafted shareholders’ agreement outlines each shareholder’s interests, responsibilities, and connections. It helps resolve potential conflicts and differences in the future.
Company name
When deciding on a name for your business, you should use caution. The Company Administrator of Singapore, ACRA, disapproves of titles that are the same as or confusingly similar to those of already existing companies.
To establish a brand, a corporate name must be distinctive. Additionally, it must make it very obvious what your main line of work is.
Shareholding
At the moment of business establishment, you need S$1 as the minimum deposit paid-up capital. A Singapore private limited corporation grants its founding stockholders one or more shares. In the future, it can raise more money by issuing more shares.
Directors
A minimum of one native or expatriate director must be appointed for your startup business. Select a person who typically resides in Singapore (a Permanent Citizen, or an EntrePass owner who has a residential address). An investor may also serve as a director.
Shareholders
To establish a corporation in Singapore, at least one investor is required. Both locals and ex-pats are permitted to own 100% of the shares in such a corporation. A private limited corporation may have as many as 50 stockholders under the Companies Code.
Articles of Incorporation and Memorandum (M&AA)
The operations your organization plans to undertake are described in the memorandum portion of this paper. The guidelines for its corporate management are also outlined in the Documents of Incorporation section.
You can obtain basic M&AA paperwork for your needs by paying the necessary fees to ACRA. Hire a capable corporate lawyer to draft your M&AA if you want one that is specifically tailored to your needs.
Certified office location
A licensed tangible office location must be listed on your petition to establish a Singapore corporation. It is employed for business correspondence.
With previous approval from the relevant regulators, you are permitted to use a regional residential address.
Auditor
According to the legislation, unless excluded from audit standards, every Singaporean firm must hire an accountant within 90 days of its establishment date. If a private firm qualifies as a “Small Company” or is a member of a “Small Group,” it is excluded from this requirement.
Certificates for shares
Share licenses are distributed to the firm’s stockholders by the corporate registrar. It acts as evidence of their participation in the corporation and displays the number of shares allotted to each of them.
Certificate of Incorporation
Following the official filing of the firm, the ACRA provides a Statement of Establishment. It generates an email with the file attached as a pdf version. In exchange for submitting the necessary payments to ACRA, you can get a printed version of a license.
The Memorandum of Association is a crucial document since you require it to participate in corporate deals, trade pacts, and other dealings with other state agencies. The license attests to your company’s legitimacy and character.
Bank account
Pte Ltd companies are legal entities with distinct identities from their shareholders. For its operations, it requires a separate bank account.
To authorize the establishment of a bank account on the corporation’s behalf, the board of directors must approve a resolution. They list the account’s signatories there as well.
Board Resolution
The private limited firm’s body of governors must convene and adopt operating-related decisions within a month of the business’s incorporation. These could be included in one document or two.
The body also elects the regularly presiding director to the board by agreement and approve proposal to hire a business secretary.
Company stamp
Additionally, you must submit the business stamp. Using it in official papers and correspondence raises the legitimacy of the business. The business documents bearing the Unique Entity Number (UEN), authorized address, and legal rubber seal appears genuine.
Filing of Tax
Private limited corporations in Singapore are required to pay business income tax on their taxable earnings. Every year on November 30th, tax must be submitted. After that, they can pay their investor’s tax-free rewards.
Annual returns
One of the regulatory requirements for every Singapore corporation is the timely holding of the Meeting. Meetings must be held by the corporation every year but the first one.
The administration is required to compile the organization’s fiscal reports and place them on the desk for the investors to review. Within one month of the Meeting, they must submit the company’s yearly filings to the ACRA.
