The short answer
- A private limited company is the usual vehicle: a separate legal entity, limited liability, up to 50 shareholders, and any nationality may own 100%.
- You need at least one director ordinarily resident in Singapore, one shareholder, a local registered office, and a company secretary within six months.
- Government fees are S$15 for the name and S$300 for incorporation. Filing is often approved within a day once due diligence is complete; the bank account usually takes longer.
- Since 16 June 2025, nominee directors and nominee shareholders are disclosed to ACRA at incorporation, and the register of controllers must exist from day one.
- Decide the year end, the directors, the share structure and who controls online access before you file. These are the decisions that cost most to change.
Most people asking how to set up a company in Singapore are really asking three questions. What do I need to decide? What will the filing ask for? And what happens in the weeks after? This guide answers them in that order. It is written for local founders and for founders and groups abroad, because the steps are the same; only the paperwork for a foreign shareholder is heavier.
Pick the vehicle first
For a trading business, a private limited company (Pte. Ltd.) is the default. It is a separate legal person, so it signs contracts, owns assets and carries its own debts. Shareholders risk only what they put in. It can have between 1 and 50 shareholders, and there is no local ownership requirement.
Two other routes come up for groups already operating abroad. A branch is the foreign company itself, registered here. A representative office can do market research but cannot trade. We compare all three in subsidiary, branch or representative office. For most new ventures the subsidiary wins, because liability stays in Singapore and the company can use Singapore's tax exemptions.
Decide these before you file
| Decision | What the law requires | What we usually advise |
|---|---|---|
| Company name | Not identical to an existing name; some words (bank, finance, school, law) need another authority's approval | Check availability on Bizfile, and avoid restricted words unless you hold the licence |
| Business activities | A primary and an optional secondary SSIC code | Describe what you will do in the first year, in plain words. Banks compare it with your transactions |
| Share capital | Minimum one share; S$1 is legal | Start at S$1,000 to S$10,000 if you want smoother bank onboarding. Capital can be in any currency |
| Directors | At least one ordinarily resident in Singapore, aged 18 or over, not disqualified | A director who is part of the business beats a nominee if you will ever need a certificate of residence |
| Company secretary | Appointed within six months; resident in Singapore; cannot be the sole director | Appoint at incorporation so registers and minutes start clean |
| Registered office | A Singapore address where registers can be kept; not a P.O. box | A serviced address is fine, as long as someone scans official mail the day it arrives |
| Constitution | Required; the ACRA model constitution is allowed | Use the model for a single founder. With co-founders or investors, have a lawyer draft one with a shareholders' agreement |
| Financial year end | Any date; the first period can run up to 18 months | Match the parent's year end if there is one. See choosing the year end |
What the filing asks for
Incorporation is done on Bizfile, ACRA's online portal. A Singapore citizen, permanent resident or pass holder with Singpass can file for their own company. Founders without Singpass use an ACRA-registered corporate service provider, which must carry out customer due diligence before it files.
Documents for each individual
- Passport, and for Singapore residents the NRIC or pass
- Proof of residential address dated within the last three months, such as a bank statement or utility bill
- Contact email and mobile number (these receive ACRA and IRAS notices, so use ones that will not change: see email, OTP and access)
Extra documents for a corporate shareholder
- Certificate of incorporation and constitution of the shareholder, certified
- A board resolution approving the investment and naming an authorised representative
- An ownership chart up to the individuals who ultimately own or control it
- Identity documents for those individuals
Documents not in English need certified translations. Providers often ask for notarised or apostilled copies when the shareholder is abroad. Ask early, because this is the step that most often adds a week.
The filing itself
- Reserve the name on Bizfile. The fee is S$15 and the reservation holds for 120 days. Names with restricted words are referred to the relevant authority and can take weeks.
- Complete due diligence. The filer verifies each director, shareholder and beneficial owner, and screens them. For a foreign corporate shareholder this is the slowest part.
- Collect consents. Each director signs a consent to act and a declaration that they are not disqualified. The secretary signs a consent too.
- File the incorporation with the constitution, share details, officers and registered office. The fee is S$300.
- Disclose nominees. Since 16 June 2025, a company incorporated from that date files its register of nominee directors and nominee shareholders with ACRA on the day of incorporation. Only the fact that someone is a nominee is public; the nominator's details are not.
- Receive the UEN and the business profile by email. The UEN is the company's number for every agency, including IRAS.
The first 30 days
- First board resolutions: confirm the year end, open the bank account, adopt the company seal if you want one, and set who may sign and approve what.
- Share certificates and registers: register of members, directors, secretaries, auditors, and the register of registrable controllers. The controllers' register must exist from the date of incorporation, and controllers must be asked to confirm their details every year.
- Corppass: appoint two administrators so one departure cannot lock the company out. See Corppass explained.
- Bank account: apply in parallel with incorporation if the bank allows it. See digital or traditional banks.
- Accounting: choose software, set up the chart of accounts and record the share capital.
- GST check: if you expect taxable supplies above S$1 million in the next 12 months, you may need to register now. See GST registration.
- People: hiring a foreign founder or staff needs a work pass first. See Employment Pass and COMPASS.
The first year, on one page
| When | What | Who receives it |
|---|---|---|
| Within 6 months of incorporation | Company secretary appointed (if not done at incorporation) | ACRA |
| Within 3 months of the first year end | Estimated Chargeable Income, unless the waiver applies | IRAS |
| Within 6 months of the year end | AGM, unless dispensed with or the accounts are sent within 5 months | Shareholders |
| Within 7 months of the year end | Annual return, with financial statements in XBRL where required | ACRA |
| By 30 November of the following year | Corporate tax return (Form C-S, C-S Lite or Form C) | IRAS |
The first-year checklist and the compliance calendar cover each item in detail.
How long it takes
For a local founder with documents ready, incorporation can be done in a day. For a foreign individual, allow three to seven working days for due diligence. For a foreign corporate shareholder, allow one to three weeks, mostly for certified documents. The bank account is the real timeline: digital banks often open in days, traditional banks in two to six weeks, and longer when owners are abroad.
Mistakes we see most
- A December year end by default when the parent closes in March. It means two sets of numbers every year.
- One Corppass administrator, usually someone who later leaves.
- Issuing all shares to one founder and planning to "sort out" co-founders later. Transfers later can carry stamp duty and tax questions; agree the split before filing.
- A nominee director as the whole plan for a company that will need treaty benefits. See local and nominee directors.
- Waiting for the UEN to start the bank application, when the bank can often start reviewing documents earlier.
When you need someone else
A lawyer should draft a custom constitution and any shareholders' agreement. A licensed corporate service provider must arrange any nominee director and carry out due diligence for filings it makes. An auditor is needed only if the company does not qualify for audit exemption: see does my company need an audit.
Questions people ask
What do I need to set up a Singapore company?
At least one director ordinarily resident in Singapore, one shareholder, a Singapore registered office address, and a company secretary appointed within six months of incorporation.
How long does incorporation take?
Once documents and identity checks are complete, a straightforward incorporation is often approved within a day. Opening the bank account usually takes longer, so start it in parallel.
Can a foreigner own 100% of a Singapore company?
Yes. There is no local shareholding requirement. The company still needs at least one director who is ordinarily resident in Singapore.
How much does it cost to incorporate a company in Singapore?
Government fees are S$15 for the name application and S$300 for incorporation. Service fees for the secretary, registered office and due diligence are extra and vary by provider.
Do nominee directors have to be disclosed?
Yes. Since 16 June 2025 companies file their registers of nominee directors and nominee shareholders with ACRA. For companies incorporated from that date, this happens on the day of incorporation. Only the nominee status is public.
Talk it through with an adviser
Tell us your structure and deadlines. We reply with what applies to you and a fixed-fee proposal.
Sources
- ACRA: Submitting your application to set up a local company
- IRAS: Corporate income tax rates, exemptions and rebates
- Rajah & Tann: Beneficial ownership changes in force from 16 June 2025 (secondary source)
General information only, last reviewed 11 November 2026. It is not advice for your situation. Laws and practice change, and the official sources linked above prevail. Speak to a qualified adviser before you act.
