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Company formation in Singapore almost always means registering a private company limited by shares, the Pte Ltd, with the Accounting and Corporate Regulatory Authority (ACRA) through its Bizfile portal under the Companies Act 1967. “Pte. Ltd.” is short for Private Limited: the Act requires a private limited company to end its name with “Private” and “Limited”, and accepts the abbreviations Pte and Ltd or the Malay words Sendirian and Berhad, abbreviated Sdn. Bhd. (section 27(7) and (8)). Singapore is not a zero-tax offshore jurisdiction: a Pte Ltd has officers in Singapore, public filings and corporate income tax at 17%. Below is how to register a company in Singapore step by step and what follows.
ACRA describes seven company types; in practice founders choose between four structures.
| Structure | Owners | Liability and tax |
|---|---|---|
| Private company limited by shares (Pte Ltd) | 1 to 50 members, individuals or companies, any nationality | Separate legal entity, limited liability, corporate income tax in its own name |
| Exempt private company (also a Pte Ltd) | Up to 20 shareholders; ACRA allows only an LLP as a corporate shareholder | As above; if solvent, it need not file financial statements with ACRA |
| Limited liability partnership (LLP) | Two or more partners, no maximum | Separate legal entity; profits taxed at each partner’s own rate |
| Branch of a foreign company | The foreign company itself | Not a separate entity; the parent is fully liable; one locally resident authorised representative |
An existing foreign business, whether a German GmbH, a UK limited company or a BVI company, has four routes listed by ACRA: a representative office, which cannot earn income; a subsidiary, which is a Singapore Pte Ltd owned by the parent; a foreign company branch; or re-domiciliation of the foreign company itself. Every foreign business must register through a corporate service provider. If the direction is the opposite, a Singapore company setting up in Britain, see our page on company formation in the UK.
| Requirement | Rule | Source |
|---|---|---|
| Resident director | At least one director ordinarily resident in Singapore, appointed at registration; ACRA counts citizens, permanent residents and holders of an Employment Pass, Personalised Employment Pass or ONE Pass | Section 145(1) |
| Other directors | Natural persons aged 18 or over, any nationality and residence; a sole director may also be the sole shareholder | Section 145 |
| Company secretary | A natural person whose principal or only residence is in Singapore, not the sole director; the office may not stay vacant for more than six months | Section 171 |
| Registered office | A Singapore address for communications and notices; since 20 October 2026 no minimum opening hours, but records must be open for inspection on reasonable notice | Section 142 |
| Share capital | At least one issued share and at least S$1 of share capital, fully or partly paid | ACRA |
| Constitution | ACRA’s model or a customised one; it must restrict the transfer of shares | Section 18 |
| Registers | Registrable controllers, nominee directors and nominee shareholders declared on the day of registration | ACRA, since 16 June 2025 |
Two details catch foreign founders out. First, the resident director is a real director: ACRA says no director, nominee or not, is excused from the duties in the Act, and since 9 June 2025 anyone acting as a nominee director by way of business must be arranged through a registered corporate service provider after a fit and proper assessment. A nominee’s status appears as “ND” in the company’s Business Profile, while the nominator’s identity stays in ACRA’s central register, which the public cannot buy. Second, the requirement never lapses. A resident director cannot resign unless another one remains (section 145(5)), and if the company carries on business for more than six months without one, any member who knows of it becomes liable for the debts contracted in that period (section 145(10)).
Bizfile logs individuals in with Singpass, which is issued only to Singapore citizens, permanent residents and holders of a Foreign Identification Number. ACRA’s rule for everyone else is short: foreigners must engage a corporate service provider (CSP) to reserve a name and register a business. Since the Corporate Service Providers Act 2024 came into force on 9 June 2025, firms that form companies, supply registered office addresses, act as or arrange directors and secretaries, or file ACRA transactions for others must be registered with ACRA as CSPs; the former registered filing agents became registered CSPs automatically. Their anti-money laundering duties mean the people behind the company are checked before anything is filed.
Founders who want to move to Singapore and run the company themselves need a work pass. ACRA points entrepreneurs with venture-backed or innovative technology businesses to the EntrePass, applied for before incorporation or within six months of setting up. MOM requires the EntrePass holder to own at least 30% of the company and assesses a company more than 12 months old against its renewal criteria for business spending and local jobs. Employment Pass holders, ACRA notes, must first seek a Letter of Consent from MOM before taking a company role.
Company registration in Singapore consists of two Bizfile transactions, a name application and the registration itself. For a founder without Singpass, the CSP files both.
| Stage | What is filed | ACRA’s stated processing time |
|---|---|---|
| 1. Name application | Proposed name, entity type and principal activity as an SSIC code; names identical to existing or reserved ones are refused (section 27) | Most approved soon after payment; ACRA’s review up to three working days; referral to another authority up to 15 working days |
| 2. Name reserved | The transaction number is kept for the registration | Held for 120 days |
| 3. Registration | Financial year end, registered office, each position holder’s ID and addresses, nominee and controller details, share capital and allotment, constitution | Most approved soon after payment; complex applications up to 15 working days; referral cases 14 to 60 days |
| 4. Endorsement | Other position holders confirm within 60 days, unless a CSP filed | Not stated |
| 5. Outcome | Notice of incorporation, the UEN and the Business Profile in the Bizfile inbox | On approval |
Two choices in the form deserve thought. The financial year end fixes every later deadline, because the AGM falls six months and the annual return seven months after it. And the model constitution suits a company with one owner, while co-founders may want share transfer or deadlock rules written into a customised constitution from the start, since changing it later takes a special resolution and a filing within 14 days.
| Obligation | Deadline | Rule |
|---|---|---|
| Corppass for government transactions | From one day after the UEN is issued | ACRA |
| Company secretary | Within six months of registration | Section 171(4A) |
| Auditor | Within three months, unless exempt | ACRA |
| Changes of officers, shares or registered office | Filed within 14 days | ACRA |
| Registrable controllers | Own register within seven days of a change, central register within two business days; yearly notice to each controller | ACRA |
| Estimated Chargeable Income | Within three months after the financial year end, unless waived | IRAS |
| Corporate tax return (Form C-S, C-S Lite or C) | 30 November each year | IRAS |
| AGM | Within six months after the year end, unless all members dispense with it or the accounts reach members within five months | Sections 175 and 175A |
| Annual return | Within seven months after the year end | Section 197 |
| GST registration | Compulsory once taxable turnover passed S$1 million in a calendar year or is expected to within 12 months | IRAS |
A private company is exempt from audit as a small company when it meets two of three tests for the past two financial years: revenue of S$10 million or less, total assets of S$10 million or less, and no more than 50 employees; a new company applies the tests to its current year. ACRA’s checklist adds a licence check on GoBusiness and a Data Protection Officer under the Personal Data Protection Act 2012.
A Pte Ltd pays corporate income tax at a flat 17% of chargeable income. In the early years the bill is lowered by the tax exemption scheme for new start-up companies under section 43 of the Income Tax Act 1947.
| Scheme | Exemption | Who qualifies |
|---|---|---|
| Start-up tax exemption, first three consecutive years of assessment | 75% of the first 100,000 Singapore dollars and 50% of the next 100,000 of normal chargeable income | Incorporated in Singapore and tax resident, no more than 20 shareholders, all individuals or including an individual with at least 10% of the ordinary shares; not investment holding or property development companies |
| Partial tax exemption | 75% of the first 10,000 Singapore dollars and 50% of the next 190,000 | Every company not claiming the start-up exemption |
| Rebate, YA 2026 | 50% of the tax payable, capped at 40,000 Singapore dollars together with the cash grant | All taxpaying companies |
| GST | 9% on taxable supplies | GST-registered businesses |
A Pte Ltd wholly owned by a German, UK or BVI parent fails the shareholder test, because no individual holds 10%, so it uses the partial exemption from its first year; on the first 200,000 Singapore dollars of chargeable income that is an effective rate of about 8.3%. And the start-up years are counted from the company’s first years of assessment whether or not it earns anything in them, which matters if you buy an existing company. Singapore also has comprehensive tax agreements with around ninety jurisdictions.
Speed is rarely a reason to buy in Singapore, given how quickly ACRA approves most registrations. The reason that remains is the date: a counterparty, landlord or tender may ask how long the company has existed, and ACRA tells the public to read the incorporation date, and the year in the first four digits of the UEN, for exactly that. Against it, an older company may already have used its start-up exemption years, and an EntrePass applicant is better served by a company registered for the purpose. Our page on ready-made shelf companies in Singapore explains the share transfer, stamp duty and filings of a purchase, and our guide to aged shelf companies looks at the same choice across countries.
What we do: we can supply a ready-made Pte Ltd or form a new one, prepare the formation or transfer documents and the Bizfile filings, which are lodged through a registered CSP, help prepare the bank application and, where we have a working contact at a suitable bank, make an introduction, with the bank alone deciding. If no one in your business is ordinarily resident in Singapore, we can arrange the resident director and the company secretary, and a nominee shareholder where you want one, through a corporate service provider registered with ACRA, which is the only lawful route for these roles by way of business; a nominee director carries the same duties as any director, and nominee status is filed with ACRA, shown as ND or NS in the Business Profile, while your details as nominator stay in ACRA’s central registers. Opening an account for a new company is covered on our page on bank accounts for Singapore companies, and the wider picture is on our Singapore page.
ACRA states that most company registrations are approved soon after payment, that complex applications can take up to 15 working days and that cases referred to another government authority take 14 to 60 days. The name application comes first, and ACRA’s own review of a name takes up to three working days.
Yes. Shareholders can live anywhere and own all the shares, and every director except one can be non-resident. The company still needs one director ordinarily resident in Singapore, a secretary who lives there and a Singapore registered office. A founder without Singpass cannot file on Bizfile directly: ACRA requires foreigners to register through a registered corporate service provider.
No statutory minimum beyond the basics: ACRA’s guidance is that a company with share capital needs at least one issued share and at least S$1 of share capital to start, paid in cash or otherwise. ACRA also advises anyone dealing with a company to compare its paid-up capital with the size of the deal, so a token figure can prompt questions from banks and counterparties.
Both are separate legal entities with limited liability. A Pte Ltd has shareholders and directors, pays corporate income tax in its own name, can claim the start-up or partial exemption, holds AGMs and files annual returns. An LLP needs at least two partners and one manager who meets the local residency rules, has no share capital, files annual declarations, and its profits are taxed at each partner’s own rate.
Yes. Every company needs at least one secretary who is a natural person living mainly in Singapore, and a sole director cannot also act as secretary. Because the office may not stay vacant for more than six months, ACRA asks for the appointment within six months of registration. In a private company the secretary needs no formal qualification, only the knowledge and experience the directors judge sufficient.
Yes. A foreign company can hold all the shares of a private company limited by shares, which is then its Singapore subsidiary, a legal entity separate from the parent. It cannot hold shares in an exempt private company, where ACRA allows only an LLP as a corporate shareholder. The subsidiary still needs a resident director and secretary, and without an individual shareholder holding 10% it does not qualify for the start-up tax exemption.
Planning a Singapore Pte Ltd? Tell us who will own and run the company and we will set out what the formation would need, including the resident director and the documents the corporate service provider will ask for. We also answer on Telegram and WhatsApp at +48 663 247 166.