Register Business Singapore – Are you looking to register your business in Singapore? This article will set out 8 key lessons that every Singapore business owner needs to know before registering your business in Singapore.
Before we start, Oprah Winfrey has said
“Challenges are gifts that force us to search for a new center of gravity. Don’t fight them. Just find a new way to stand.”
Key Lesson #1 – Why do you need to register your business in Singapore?
Under Section 5 of the Business Names Registration Act 2014, any person who carries out a business in Singapore must register his business name and the person’s name with the registrar. Failure to make such a registration could potential make any business contract entered to between the business owner and a third party void on the grounds of illegality.
Key Lesson #2 – What types of business entities are suitable for you?
Now that we know why we must register our business, what entities are available and why choose each one?
- Sole Proprietorship;
This is for small businesses where a person trades in his own name. Its for small business ventures like that of a taxi driver for example.
A partnership is for 2 or more people that intend to enter into business venture together on an informal basis. Some professional firms like accounting and law firms still use this form of business entity. Being a partner opens you to unlimited liability for the actions of your partners in the partnership.
A limited liability partnership was introduced to Singapore to allow people to have limited liability but yet have the tax benefits of a partnership (where all the profits go straight to the partners). A LLP is allowed to be converted into a company.
- Private limited company vs Public company;
A private limited company is a company with less than 50 shareholders, while a public company has more than 50 shareholders. Usually when you first start a company you should typically incorporate the company as a private limited company.
- Public Company Limited by Guarantee.
For those looking to set up non-profit entities like schools or charities, those are typically set up as a public company limited by guarantee.
Key Lesson #3 – What do you need to register a business in Singapore
To register a business in Singapore, you would need a Singpass account and a Corpass account. For those outside Singapore, you would need to find a registered filing agent with those accounts to register your business for you. Do ask us if you need help in this regard.
Key Lesson #4 – How to register a business in Singapore?
With your Singpass and Corpass, you would be able to make filings with ACRA and Bizfile to register the type of business entity that you wish to establish.
Key Lesson #5 – What information do you need to prepare before registering a business in Singapore
For the filing of a sole proprietorship, you would need the names, NRIC/passport number of the person filing and the name of the Sole Proprietorship.
For the filing of a partnership, you would need the names, NRIC/passport number of the partners and the name of the Sole Proprietorship. You would also need a partnership agreement.
For the registration of a limited liability partnership, you would need the names, NRIC/passport number of the partners and the name of the LLP and choose a manager. You would also need a partnership agreement.
For the registration of a limited partnership, you would need the names, NRIC/passport number of the general partner and limited partners and the name of the limited partnership. You would also need a limited partnership agreement.
For the registration of a private limited company you would need the following documents:
- Name reservation;
The name of your company for the name reservation. You should always prepare 3 names just in case you name is already taken or is rejected by the registrar;
- ISIC Code;
This is a code setting out what business your company is involved in;
- Shareholding proportion;
The relative shareholding proportion between the promoters should be set out and the amount of paid up capital that each shareholder is willing to put up;
- Appointment of Directors;
Who will be appointed as directors of the company. The directors are the top level management team of the company so should be chosen carefully as they have the power to move money of the Company;
- Appointment of auditor.
Unless exempted under the Companies Act (Cap. 50), all companies need to appoint an auditor and submit their accounts yearly. Do check with us if you fall under the relevant exemption.
Key Lesson #6 – Whether you need a Singapore nominee director
Under the Singapore Companies Act, every Singapore company needs to have at least one Singapore resident director. If all your directors are outside of Singapore, you would need to appoint a Singapore nominee director when you incorporate the company and for so long as the company remains in existence in Singapore.
Do let us know if you would like us to provide you with a Singapore nominee director.
Key Lesson #7 – Appointing a Singapore Company Secretary for your business venture
Every Singapore company needs to appoint a company secretary within 6 months of incorporation. So you should consider appointing a professional company secretary to look after your corporate secretarial needs.
Key Lesson #8 – AML and KYC Information needed for business registration
If you should choose to get a registered filing agent to register your Singapore business. You would need to furnish your NRIC/Passport/recent utility bill (last 3 months) to the registered filing agent for their internal approval and compliance purposes. Also you would need to disclose the purpose for which you are setting up the relevant entity so that the registered filing agent can run “Know you client and anti-money laundering checks.
We hope you have gained much from the 8 Key Lessons we have shared in connection with registering your business in Singapore.
Larry Page of Google said
“Always deliver more than expected”.
May we exceed all our clients expectations and deliver great products and services to all of them.
About Raffles CPA
Raffles CPA is a leading global professional services firm headquartered in Singapore that serves global clients.
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