OBJECTIVE Companies in Singapore are governed by the laws of Companies Act (the Act), originally enacted in 1967 and which has undergone significant amendments in 2014 and 2017. The Accounting and Corporate Regulatory Authority (ACRA) is the national regulator of business entities and corporate service providers in Singapore. Incorporation and powers of companies in Singapore are governed by Part III of the Act. The webinar covers the provisions in Part III of the Act, more specifically dealing with Constitution of Companies.

1. How to incorporate a
Company in Singapore? –
Part - 1
CS Meenakshi Jayaraman

2. Credits and Acknowledgments
Sundar Rajan S

3. Legends used in the Presentation
3
Act Companies Act, 1967
Authority/ ACRA Accounting and Corporate Regulatory Authority
Sec Section
SGD Singapore Dollar
UEN Unique Entity Number

4. Presentation Schema
4
Overview Types of Companies
Formation of
Companies
Private Company
Registration and
incorporation
Power to refuse
registration
Procedural
formalities for
incorporating a
Company in
Singapore
Statistics

5. Overview
1

6. •There are 5 main types of business structure that can be formed in Singapore:
Sole proprietorship
General Partnership
Limited Partnership
Limited Liability Partnership
Company
•Companies are governed by the regulations of Companies Act, 1967 (the Act)
•The Act is administered by the Accounting and Corporate Regulatory Authority (ACRA)
•A local Company is a business entity incorporated in Singapore
•Constitution of Companies is governed by Part III of the Act

7. Types of Companies
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A Company shall have atleast 1 member – Sec 20A
Private Company Public Company
Limited by Shares:
• Maximum shareholders -50
• Can have a corporate
Shareholder
• Must file its annual
accounts, conduct AGM,
etc.
Exempt Private Company
• Has a maximum of 20
shareholders and no
corporate shareholders
• Enjoys less government
regulations like
exemption from filing
Financial Statements
with ACRA
Limited by Shares
• Can have more
than 50
shareholders
• Raises capital
from public
Limited by guarantee
• Generally formed to
carry out non profit
making activities
• Members agree to
contribute a fixed
sum in case of
wound up
Companies

9. Formation of Companies – Sec 17
3

10. Subject to the provisions of the Act, any person may, whether alone or together with another person, by subscribing his name
or their names to a constitution and complying with the requirements as to registration, form an incorporated Company
Forms of
Company
Company limited by shares
Company limited by
guarantee
Unlimited Company
Sec 17(1)
Sec 17(2)

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No Company, association or
partnership consisting of more than
20 persons shall be formed for the
purpose of carrying on any business
that has for its object the acquisition
of gain by the Company, association
or partnership, or by the individual
members thereof,
unless it is registered as a Company
under the Act, or is formed in
pursuance of some other written law
in Singapore or letters patent
Prohibition on formation of an association or a partnership consisting of more than 20 persons as
mentioned above shall not apply to an association or a partnership formed solely or mainly for the
purpose of carrying on any profession or calling
Which under the provisions of any written law may be exercised only by persons
who possess the qualifications laid down in such written law for the purpose of
carrying on that profession or calling
Sec 17(3)
Sec 17(4)

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Company limited by guarantee with share capital
As from 15th August 1984, no Company limited by guarantee with a share capital shall be registered under the Act
The prohibition mentioned above shall not affect a Company limited by guarantee which has a share capital and is
registered as such before 15th August 1984 and
Sec 38(2) shall continue to apply to a Company so registered
But any such Company shall, within 2 years of that date, elect to convert and re-register that Company either as a
Company limited by shares or as a Company limited by guarantee
Sec 38(2) states that provision in the constitution or in any resolution of a Company limited by guarantee purporting to
divide the undertaking of the Company into shares or interests shall be treated as a provision for a share capital
Sec 17(5)
Sec 17(6)

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altering its constitution to the extent that is necessary to bring them into conformity with the requirements of the Act relating to the
constitution of a Company limited by shares or of a Company limited by guarantee, as the case may be
Conversion shall be effected by lodging with the Registrar a special resolution determining the conversion of the Company from a Company
limited by guarantee with share capital to a Company limited by shares or to a Company limited by guarantee, as the case may be, and
Contd.
On compliance by a Company of
the above provisions and
on issue by the Registrar of a
notice of incorporation of the
Company in accordance with the
special resolution,
the Company shall be a Company
limited by shares or a Company
limited by guarantee, as the case
may be
Sec 17(7)
Sec 17(8)
Sec 17(9)
Upon the application of a Company and payment of the prescribed fee (SGD 50), the Registrar shall issue to the Company a certificate
of confirmation of incorporation

14. Private Company – Sec 18
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A Company having a share capital may be incorporated as a private Company if its
constitution,
restricts the right to transfer its shares; and
limits the number of its members to not more than 50
Joint holders of shares are counted as one person
Any person in the employment of the Company or of its subsidiary shall not be counted
Any person who while previously in the employment of the Company or of its subsidiary was and thereafter
has continued to be a member of the Company shall not be counted
Sec 18(1)
Any Company which was a private Company under the provisions of the repealed written laws that does not contain the
restrictions and limitations required by Sec 18(1) to be included in the constitution of a Company that may be incorporated as a
private Company,
• the constitution of the Company shall be deemed to include each such restriction or limitation that is not so included and
• a restriction on the right to transfer its shares that is so deemed to be included in its constitution shall be deemed to be a
restriction that prohibits the transfer of shares except to a person approved by the directors of the Company
Sec 18(2)

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Sec 18(3)
Where a restriction or limitation deemed to be included in the constitution of a Company under Sec 18(2) is
inconsistent with any provision already included in the constitution of the Company,
Such restriction or limitation shall prevail to the extent of such inconsistency
A private Company may, by special resolution, alter any restriction on the right to transfer its
shares included, or deemed to be included, in its constitution or
any limitation on the number of its members included, or deemed to be included, in its
constitution,
but the constitution of the Company shall not cease to include the limitation on number of
members in a private Company as required under Sec 18(1)
Sec 18(4)

17. Registration and incorporation –
Sec 19
5

18. A person desiring the incorporation of a Company shall,
submit to the Registrar the constitution of the proposed Company and such other documents as may be prescribed
furnish the Registrar with the last day of the proposed Company’s first financial year and such other information as may be prescribed
pay the Registrar the prescribed fee
Particulars Fee amount
Application for registration of name SGD 15
Incorporation of Company
(public, private and foreign Company whether or not
having a share capital)
SGD 300
Sec 19(1)

19. •A registered qualified individual* engaged in the formation of the proposed Company (or)
•A person named in the constitution as a director or the secretary of the proposed Company
all of the requirements of this Act relating to the formation of the Company have been complied with
and
he has verified the identities of the subscribers to the constitution, and of the persons named in the
constitution as officers of the proposed Company
and the Registrar may accept such declaration as sufficient evidence of those matters
Sec 19(2)
shall make a declaration to the Registrar stating that
*Registered qualified individual means a qualified individual registered under Sec 28G of the ACRA Act
Sec 19(3)
Upon compliance of Sec 19(1) and Sec 19(2), the Registrar shall, subject to the Act, register
the Company by registering its constitution

20. 20
Notice of incorporation – Sec 19(4)
On the registration of the constitution, the Registrar shall issue a notice of incorporation stating that the
Company is, on and from the date specified in the notice, incorporated, and that the Company is,
i. a Company limited by shares
ii. a Company limited by guarantee or
iii. an unlimited Company
as the case may be, and where applicable, that it is a private Company
Effect of incorporation – Sec 19(5)
On and from the date specified in the notice of incorporation, the Company,
shall be capable immediately of exercising all the functions of an incorporated Company
Capable of suing and being sued
Shall have perpetual succession with power to hold land but with such liability on the part of the members to
contribute to the assets of the Company in the event of its being wound up as is provided by the Act

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Members of Company – Sec 19(6)
The subscribers to the constitution shall be deemed to have agreed to become members of the Company
On incorporation of the Company, the subscribers shall be entered as members —
a. in the case of a public Company, in the register of members kept by the public Company under Sec 190; or
b. in the case of a private Company, in the electronic register of members kept by the Registrar under Sec 196A
Apart from the subscribers to the constitution, every other person who agrees to become a member of a Company
and whose name is entered in the register of members or in the electronic register of members as the case may be
(public or private Company), is a member of the Company
Upon the application of a Company and payment of the prescribed fee (SGD 50), the Registrar shall issue to
the Company, a certificate of confirmation of incorporation
Certificate Confirming Incorporation of Company – Sec 19(7)

22. Power to refuse registration – Sec 20
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Without prejudice to the powers of the Registrar
under Sec 12(5), where a constitution is delivered
for registration under Sec 19,
the Registrar shall not register the constitution
unless he is satisfied that all the requirements of
the Act in respect of the registration and of all
matters precedent and incidental thereto have
been complied with
Sec 20(1)
Sec 12(5) deals with Registrar’s power to refuse to register or receive document under certain circumstances
Registrar shall refuse to register the constitution of a proposed Company where he is satisfied that —
a. the proposed Company is likely to be used for an unlawful purpose or for purposes prejudicial to public
peace, welfare or good order in Singapore; or
b. it would be contrary to the national security or interest for the proposed Company to be registered
Sec 20(2)
Sec 20(3)
Any person aggrieved by the decision of the Registrar under Sec 20(2) may, within 30 days of the date of the
decision, appeal to the Minister whose decision shall be final

24. Procedural formalities for
incorporating a Company in
Singapore
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25. How to register a Company?
A

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The fee for registering a Company is totally SGD 315 (SGD 15 for name reservation and SGD 300 for incorporation)
There are 2 steps involved in incorporating a local Company. First step is to apply for name and the second step is to
apply for incorporation. It can be done in two stages or all at one go
Once you have setup the Company, you will need a CorpPass to file transactions in Bizfile+. To register for CorpPass,
visit www.corppass.gov.sg
To incorporate the Company, log in to BizFile+ using your SingPass (for first-time registration) to submit the online
transaction. To register a SingPass account, visit www.singpass.gov.sg
• Sing Pass is a common password which allows to connect and transact with government agencies of Singapore
• CorpPass is a corporate digital identity for businesses to transact with government agencies

27. Step – 1: Application for new Company name
B

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 Application for Company name in bizfile+ e-Service will take 5 to 20 minutes to complete
 This application may take 3 working day(s) to process. However, it may take between 14 working
days to 2 months if the application needs to be referred to another agency for approval or review
 The name will be reserved for 120 days
 The application fee is non-refundable
 To take note of the transaction number which may be required during incorporation
 The maximum file size is 5MB and the acceptable file type is PDF, where file submission is required
Caveats

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1. Go to www.bizfile.gov.sg 2. Click on ‘File eServices’

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3. Click on ‘Local Company’

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.
4. You will be re-directed to File eServices for ‘Local Company’.
Click on ‘Start a new Local Company’ and select ‘Application for New Company Name’.
You will be prompted to Login via SingPass or CorpPass. If you need help, please refer to the step by step guide on Login

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5. The checklist page will be displayed. Click on ‘Next’

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6. Fill in all the details required under each heading such as “Company Information”, Officer details, etc.
After filling in all the details, click on “submit”

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7. Verify all the details in the Preview page and click on ‘Confirm’
Otherwise, click on ‘Exit Preview’ to make the necessary changes

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8. Click on ’Pay Now’ 9. Acknowledgement page will be displayed

36. Step – 2: Incorporation of Local Company
C

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Transaction number of the approved name application is required for incorporation
Application for incorporation in bizfile+ e-Service will take about 20 minutes to complete
This application may take 3 working day(s) to process. However, it may take between 14 working days
to 2 months if the application needs to be referred to another agency for approval or review
The maximum file size is 5MB and the acceptable file type is PDF, where file submission is required
Upon successful incorporation, a free system-generated Unique Entity Number (UEN) will be issued to
the business entity. This UEN is the business entity's identification number which is required for
transacting with government agencies
There is also an option to choose, at a fee, a preferred UEN from a list of reserved UENs. To do so,
select the Special UEN option available at the payment ("Pay Now") option
Caveats

38. 38
First three points are similar to Step-1:
1. Go to www.bizfile.gov.sg 2. Click on ‘File eServices’ 3. Click on ‘Local Company’
4. You will be re-directed to File eServices for ‘Local Company’.
Click on ‘Start a new Local Company’ and select ‘Incorporation of Local Company’

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5. Enter the Transaction No. of the approved name application and click on ‘Next’

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6. The e-form is displayed.
Fill in the details as required in all the 4 tabs as seen in the picture (i.e.)
a. Company details; b. Share Capital details; c. Shareholder details; d. Registered office and Constitution

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7. Click on ‘Submit’ after verifying the Declaration Sec

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8. Verify all the details in the Preview page and click on ‘Confirm’;
Otherwise click on ‘Exit Preview’ to make the necessary changes
9. Click on ‘Pay Now’

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10. Acknowledgement page will be displayed along with the UEN of the Incorporated Local Company

44. Statistics
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