Singapore is one of the most business-friendly destinations in the world, attracting entrepreneurs with its pro-business policies, low corporate tax rates, and robust legal framework. If you’re planning to start a business in Singapore, registering with the Accounting & Corporate Regulatory Authority (ACRA) is a must. Among the various business structures available—such as branch offices, sole proprietorships, and public limited companies—the Private Limited Company (Pte Ltd) stands out as the most preferred option.
Why? Because a Private Limited Company offers flexibility, credibility, and tax efficiency, making it ideal for both startups and established businesses. It provides limited liability protection, allows easy scalability, and enhances your company’s reputation in the eyes of investors and customers. Unlike other structures, it gives you the freedom to expand without major legal hurdles.
In this guide, we’ll discuss the process to register a Private Limited Company in Singapore, its eligibility criteria and advantages of starring a Pte Ltd company.
What is a Private Limited Company (Pte Ltd)?
A Private Limited Company (Pte Ltd) is a separate legal entity from its shareholders and directors. This means that the company can enter into contracts, own assets, and be sued independently of its owners. Unlike sole proprietorships or partnerships, a Pte Ltd company offers limited liability, meaning that shareholders are only liable for their investment in the company.
Key Features of a Singapore Pte Ltd:
- Limited liability protection for shareholders
- Can be 100% foreign-owned
- Separate legal entity from owners
- No dividend tax and capital gains tax
Requirements For Private Limited Company Registration In Singapore
Some of the major requirements for private limited company registration in Singapore are as follows:
- The company requires one resident director.
- The company must have a secretary in Singapore.
- There should be a registered address of the company.
- The company name must be approved.
- A threshold of S$1 in starting is required as the paid-up capital.
Additional Requirements for Registering a Private Limited Company in Singapore
- Company Stamp – A corporate stamp enhances your company’s legitimacy when used on official documents and correspondence. It typically includes the Unique Entity Number (UEN), company name, and registered address.
- Tax Returns – Private limited companies in Singapore must file corporate tax returns on their taxable profits. The deadline for submission is November 30th each year. Once taxes are settled, dividends can be distributed to shareholders.
- Business Bank Account – Opening a corporate bank account requires the physical presence of shareholders. Essential documents include the company incorporation certificate, business profile, Memorandum & Articles of Association, and a board resolution. Additionally, shareholders must provide identity proof (such as a Singapore ID or foreign visa) and residential address verification.
- Financial Year-End (FYE) – The board of directors determines the company’s financial year-end. New businesses can opt for a 365-day financial period to maximize tax exemptions under Singapore’s Startup Tax Exemption Scheme.
- Annual Returns & AGM – Companies must hold an Annual General Meeting (AGM) each financial year (except in the first year). Financial statements must be prepared and reviewed by shareholders. Annual returns must be filed with ACRA within one month of the AGM.
To simplify compliance, businesses can appoint a certified corporate secretary to handle filings, government interactions, and ACRA renewal fees.
Process to Register a Private Limited Company in Singapore
The process to open a private limited company in Singapore is discussed below:
Step 1: Choose Your Company Name
The first step in incorporating a company in Singapore is reserving a company name. The name has to be approved by ACRA in Singapore before proceeding with registration.
Here are some key rules:
- The name has to be original and not similar to an existing firm
- No vulgar or offensive words
- Must not infringe on existing trademarks
Step 2: Appoint a Director and Shareholders
A Private Limited Company in Singapore needs to have a minimum of one director who is either:
- A Singapore Citizen
- A Singapore Permanent Resident
- An Employment Pass (EP) or EntrePass holder with a local address
Foreign entrepreneurs who wish to set up a company in Singapore but do not have a local director can engage a nominee director service provided by corporate service firms.
The firm needs to have a minimum of 1 shareholder, which can be an individual or a business entity. Singapore allows 100% foreign ownership, making it an attractive choice for overseas entrepreneurs.
Step 3: Appoint a Corporate Secretary
Within 6 months of establishing the firm, you have to designate a qualified corporate secretary. The business’s compliance with legal and regulatory standards is monitored by the company secretary.
Step 4: Register a Local Address
A Pte Ltd company in Singapore needs to have a registered local address where official correspondence can be sent. This address has to be a physical location (not a P.O. Box).
Step 5: File Incorporation with ACRA
Once the aforementioned conditions are met, you can register your business with ACRA via the BizFile+ portal.
Read More: Transfer Of Shares Of Singapore Private Limited Company
Documents Required to Register a Private Limited Company in Singapore
In order to successfully proceed with private limited company registration in Singapore, you must prepare the following documents:
- Approved company name
- Details of directors, shareholders, and company secretary
- Registered office address
- Identification documents of directors and shareholders (passport/NRIC for locals)
- Proof of residential address of directors and shareholders
- A declaration of compliance signed by a company secretary
Advantages Of Pte Ltd Company Registration In Singapore
The benefits of a Private Limited company include the fact that by establishing a private registered company, the owner expresses professionalism, which increases the firm’s risk of achieving industrial loans and mortgages and investment companies. A Company Limited By shares is also an entity that qualifies for particular taxpayer subsidies.
The advantages of Pte Ltd Company registration in Singapore, are as follows:
- Modifications in investors or the ownership structure do not affect the firm’s operations because it is permanent.
- Extra owners can be recruited and property can be transferred, allowing for immediate cash investment for development.
- Because investors are not legally responsible for the industry’s debts and liabilities, their assets are protected.
- As a result of conveying a work engagement and purpose, the possibility for financing from financial institutions is maximized, and a trustworthy reputation in the corporate sector is established.
- A firm’s control can be swapped, and new investors can be added.
- Taxes are paid at the corporation tax rate. In the possession of investors, rewards are revenue free.
- Tax benefits and deductions are available to newly established businesses.
- Investors are not individually responsible for the business’s debts or liabilities.
- When one or more of the firm’s stockholders dies, the business continues to thrive as a separate business.
Disadvantages of Pte Ltd Company registration in Singapore
One of the drawbacks of forming a Private Llc is that executives must advise the corporation on their own in the business’s securities, agreements, and preferred stock.
The disadvantages of Pte Ltd Company registration in Singapore, are as follows:
- It becomes much more costly to start a business.
- As a result of the increased transparency and management regulations, operational costs are typically increased.
- Documentation about members’ holdings in the outstanding earnings, agreements, and convertible debt must be disclosed to the business.
Conclusion
Singapore is a desirable destination for entrepreneurs since it provides a variety of tax advantages and incentives. Registering a private limited company in Singapore is a great choice for individuals who want to establish a business in a secure and welcoming environment. In a Singapore private limited company, the stockholders are not individually responsible for the financial problems and debts of the business. Registering a private limited company in Singapore is relatively simple as it involves a minimum of 1 shareholder, 1 director, and a minimum paid-up capital of SGD 1.
If you are looking to register a private limited company in Singapore, contact our company formation specialists at OnDemand International. Our experts will assist you with the application process and make sure that you adhere to the legal requirements.
FAQ’s
A private limited company must possess at least a single shareholder and a maximum of fifty stockholders to be registered in Singapore.
Yes, a private limited company in Singapore must employ a business secretary within the first six months of formation.
The required paid-up capital to start a private limited company in Singapore is SGD 1.
- Shareholders aren’t considered directly responsible for the business’s obligations and losses.
- If one or more of the business’s stockholders pass away, the business will nevertheless continue to function as a distinct legal entity.
- The private possessions of shareholders are safeguarded.
- Businesses that have recently been established are eligible for tax breaks and incentives.
