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Singapore Company Incorporation FAQs

Frequently Asked Questions about Singapore Company Formation

TOP FAQs

  • Can a shareholder also be a director?

    Yes, there are no restrictions prohibiting an individual assuming both roles.

  • What is the difference between a director and a shareholder?

    Shareholders
    own the company and are entitled to the profits of the company.

    Directors

    Manage and oversee the company’s operations, and deal with everyday responsibilities.

  • What documents are required to incorporate the subsidiary company?

    Typically the following documentation will be required:

    • Details of the proposed subsidiary name, share capital, shareholder(s), director(s) etc.
    • Copy of Singapore ID (where applicable) and passport of each director and individual shareholder
    • Certificate of incorporation of the parent company and company profile reflecting registered address and directors of the parent company.

    * Any documents that are not in English must be officially translated into English.

  • What are the Different Kinds of Companies?
    • Private/public company limited by shares
    • Public Company Limited by Guarantee
  • What is a private company?

    A private company is a company that can have a maximum number of 50 shareholders. Its constitution restricts the right of its members to transfer their shares in the company.

     

    A private company limited by shares can be classified as an small company.

    The key characteristics of an small company are:

    • No more than 20 shareholders.
    • All shareholders are individuals.
    • Small companes with an annual revenue of less than S$10 Million are exempt from audit requirements and are not required to file financial statements with the ACRA.
    • It is exempt from prohibitions against loans to its directors or to companies related to its directors.

Compliance

There was a change of directors at my dormant company. Do I need to inform ACRA?

Yes, even if your company was dormant, you are required to notify ACRA for any change of corporate information including change of directors.

My company is exempt from audit requirements(Small company). Do I still need to maintain proper books of account?

Yes.

My company was dormant in the last financial year. Do I still need to hold an AGM?

Even if a company was dormant, it is mandatory to hold AGM and file annual returns.

I am busy running my company and I am unable to keep track of the deadlines for AGM and the filing of annual returns. What do I do?

If you have appointed a company secretary, they will be able to advise you on AGM and Annual Return filing dates, prepare the necessary documents and minutes for your approval, and file the documents with ACRA on time.

If you do not have a company secretary and fail to keep track of the deadlines, ACRA will send you reminders. However, the directors of the company must ensure that they hold the AGM, prepare the necessary documents and make all Annual Return filings on time.

What is a dormant company?

A company is considered dormant during a period in which no accounting transaction occurs.

Its status is NOT affected by the following transactions:

  • The appointment of a secretary.
  • The appointment of an auditor.
  • The maintenance of a registered office.
  • The keeping of registers and books.
  • The payment of fees, fines or default penalties of any amount to the Registrar (ACRA).
  • The taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his in the memorandum

My company was dormant in the last financial year. What is my obligation with respect to filing audited accounts?

A dormant company does not need to have its accounts audited and can file unaudited accounts.

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