Detailed Requirement of Incorporation
A shareholder is commonly known as the member of the company. He is one who invests and holds shares in a company. A minimum of at least one corporate or individual shareholder is required but not more than fifty in a private limited company. A director and shareholder can be the same or different person(s). 100% local or foreign shareholding is allowed. Singapore Companies Act allows a minimum of one and a maximum of 50 shareholders for a Singapore Private Limited Company. Details of shareholders will appear on public records.
The company secretary must be a natural person who is an “ordinary” resident in Singapore. Singapore Companies Act requires each company to appoint a company secretary within six month of incorporation.
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Singapore Private Limited Company must have at least one director who must be an “ordinary” resident in Singapore, which means a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/EntrePass with a residential address in Singapore.
There is no limit on the number of additional local or foreign directors a Singapore Private Limited Company can appoint. The director must be at least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice in the past. Information of the directors will appear on public records. Directors can also be shareholders or vice versa.
Share Capital/Paid-up Capital:
The minimum paid-up capital for registration of a Singapore company is S$1 or its equivalent in any currency. The minimum issued capital is one share of par value. “Bearer” shares or “No par value” shares are not permitted. The Share or paid-up capital can be increased any time after incorporation of the company.
Every company registered in Singapore is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. Use of residential address is allowed for certain types of business.
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The company name must be approved by ACRA before the Singapore Company can be incorporated. ACRA will reject a proposed company name for the purpose of incorporation if:
- It is identical to another existing Company Name
- It is undesirable
- It is similar to establish Names or trademarks such as Coca Cola and Temasek