How does a foreigner set up a company in Singapore?
A foreigner sets up a Singapore company through a registered corporate service provider, which reserves the name and registers the company on BizFile, the register kept by the Accounting and Corporate Regulatory Authority (ACRA). ACRA's rules say a foreigner must engage one, that every company needs at least one director who is a local resident and a company secretary, and that a foreigner who wants to move to Singapore to run the business needs a work pass. ACRA's own fees are S$15 for the name and S$300 to register, and it says most registrations are approved soon after payment.
What ACRA requires of a foreigner
ACRA's page on requirements and eligibility sets three rules for foreigners. A foreigner must engage a corporate service provider to reserve a name and register a business structure. Every business must have at least one local resident in Singapore, and for a company that person is a director: a Singapore citizen, a permanent resident, or the holder of an Employment Pass, a Personalised Employment Pass or an Overseas Networks and Expertise Pass; the holder of any other pass is told to check with the pass issuer before registering a business name or taking a role. And a foreigner who wants to move to Singapore to run the business needs a work pass, which the Ministry of Manpower (MOM) issues; the guide on this site about moving to Singapore by starting a company sets out the two passes a founder may hold.
A foreigner who stays abroad can still own and register the company, with someone else as the local resident director. ACRA's page on company officers describes the nominee director, who acts on another person's instructions and must tell the company so on the day of incorporation, and says that every director, nominee or not, carries the same duties and penalties under the Companies Act. Corporate service providers offer a nominee director as a service; ACRA's page on who must register as a provider counts acting as, or arranging, a director among the services that need its registration.
Choosing the company
ACRA's page on company types says most small business owners choose a private limited company, and that the two most popular forms are the exempt private company and the private company limited by shares. Before registration the founder chooses a financial year end, which ACRA's page on it says sets the deadlines for the annual general meeting and the annual return, and a constitution; ACRA's registration page says a company may adopt ACRA's model constitution. The name is applied for first, at S$15, and the company registered at S$300, on ACRA's fees page.
ACRA's page on registering through BizFile says most registrations are approved soon after payment, that complex applications may take up to 15 working days, and that a registration which needs the approval of a referral authority takes 14 to 60 days. When the company is registered it receives a Unique Entity Number, the number it uses with every government agency and the one shown on this site's entries.
The officers every company must have
ACRA's page on company officers says every company must have at least one director and one company secretary. A director must be ordinarily resident in Singapore, at least 18, mentally fit, not banned or disqualified from acting as a director, and a citizen, a permanent resident or someone who meets the local residency rules. The secretary must be appointed within six months of registration, must be a natural person and a local resident, and cannot be the sole director; ACRA says a director may be fined up to S$1,000 if the post stays empty for more than six months. Unless the company is exempt, an auditor must be appointed within three months of incorporation; the guide on this site about what a company files every year says who is exempt.
Changes of officers are filed on BizFile within 14 days, by ACRA's rule. A corporate service provider usually supplies the secretary and, where the founder is abroad, the local resident director, and files these changes for the company; each is a service ACRA's page on who must register as a provider names.
After registration
ACRA's post-registration page lists what a new company must do. It must set up and keep its registers from the day of incorporation: the register of registrable controllers and the registers of nominee directors and nominee shareholders, each unless exempted, and the electronic registers of members, directors, secretaries and, where appointed, chief executives and auditors. It must apply for a Corppass account, the single login for every government transaction online, BizFile's included. It must check whether the trade needs a licence or permit, through the GoBusiness licence advisers. ACRA also says a corporate bank account can be opened immediately after registration and names the banks that take an application through BizFile.
The same page says the company must then meet its ongoing requirements, holding annual general meetings and filing annual returns; the guide on this site about what a company files every year gives the deadlines, and the guide on what a company costs to set up and run gives ACRA's fees and the Inland Revenue Authority of Singapore's tax rules.
What a corporate service provider does, and how to check one
ACRA's page on who must register as a corporate service provider lists the services that need its registration: registering a business for a client; providing a registered office, a business address or a virtual office; acting as or arranging a director, a secretary or a partner; acting as or arranging a nominee shareholder; and carrying out certain designated transactions for a client, such as managing money, assets or accounts, while providing accounting services. So the provider that registers a foreigner's company is, by law, a registered one, and its registration can be read on BizFile: ACRA's page says BizFile's entity search shows whether an entity is a corporate service provider. The ranked list of company setup and accounting firms shows, for each firm, its registration number and the date it runs to, as BizFile showed them, and what the firm offers a founder who is not in Singapore.