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Singapore Company Incorporation FAQs

Frequently Asked Questions about Singapore Company Formation

TOP FAQs

  • Who is a resident of Singapore?

    A Singapore citizen, Singapore Permanent Resident or EP holder who is residing in Singapore.

  • What documents are required to incorporate the subsidiary company?

    Typically the following documentation will be required:

    • Details of the proposed subsidiary name, share capital, shareholder(s), director(s) etc.
    • Copy of Singapore ID (where applicable) and passport of each director and individual shareholder
    • Certificate of incorporation of the parent company and company profile reflecting registered address and directors of the parent company.

    * Any documents that are not in English must be officially translated into English.

  • Can a shareholder also be a director?

    Yes, there are no restrictions prohibiting an individual assuming both roles.

  • What is a company?

    A company is a business entity registered under the Companies Act, Chapter 50. Most companies in Singapore are private companies limited by shares and are recognized by the suffix “Pte Ltd”.

  • What is the difference between a director and a shareholder?

    Shareholders
    own the company and are entitled to the profits of the company.

    Directors

    Manage and oversee the company’s operations, and deal with everyday responsibilities.

  • Can a director also be the company secretary?

    A director can hold the position of company secretary only if he or she is qualified to do so, and the company has more than two directors and the director is qualified to do so.

  • What is private company?

    Maximum number of shareholders is limited to 50 and the constitution restricts the right of its members to transfer their shares in the company.

     

    A private company limited by shares can be classified as a exempt private company.

    The key characteristics of an exempt private company is:

    • No more than 20 shareholders; and
    • All the shareholders are individuals.
    • Exempt private companies with an annual revenue of less than S$5 Million are exempted from audit requirements and are not required to file financial statements with the ACRA.

    It is also exempted from prohibitions against loans to its directors or to companies related to its directors.

  • What are the Different Kinds of Companies?
    • Private/public company limited by shares
    • Public Company Limited by Guarantee
  • What is the minimum and maximum amount of shareholders permitted?

    A private company limited by shares must have at least one shareholder and no more than 50 shareholders.

  • Does a Singapore subsidiary require a registered address in Singapore?

    Yes, all Singapore companies and subsidiaries need to have a registered address in Singapore.

Company Secretary

Can my company retain annual Company Secretarial services?

Yes. Our company secretarial services include:

  • Providing at least one qualified person to be appointed as your Company Secretary in accordance with the Companies Act.

    What act?

  • Attending to routine secretarial matters of the company, including the first board meeting, annual general meeting, biz profile records and affixation of common seal.
  • Safekeeping and maintaining registers, minute book and other statutory records.
  • Providing you with compliance reminders with regard to the numerous regulatory requirements.

Is the company secretary an employee of the company?

A company secretary can, but is not required to be an employee of the company. A company can also use the services of a third party service provider, such as Lee Kim Alliance, to comply with the company secretary requirement.

What are the duties and responsibilities of a company secretary?

The company secretary is required to ensure that the company is in compliance with the relevant legal requirements. 
This includes preparing and filing statutory registers and annual returns, directors’ reports, board resolutions, and minutes of general meetings.

Do I need a company secretary when I incorporate my company?

A company secretary must be appointed within 6 months of setting up your company.

Who can be a company secretary?

Any natural person who is a Singapore resident and who has the requisite knowledge needed to perform his or her duties may be a company secretary.

What is a company secretary?

A company secretary is the person appointed to ensure that the company remains compliant with statutory requirements such as the maintaining and filing of statutory records and returns.

Can I remove or appoint a company secretary after the company is incorporated?

Yes, the company secretary can be removed or appointed in the manner prescribed in the company’s articles of association.

Is the company secretary an officer of the company?

Yes, just as directors are officers, the Companies Act classifies a company secretary as an officer of the company, however directors are responsible and ultimately liable for the company’s compliance.

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