You incorporate a Pte Ltd by filing through ACRA's BizFile+ portal with at least one local resident director, one shareholder, a registered office and an approved name. Once ACRA registers the company it issues a UEN. From that point you have tax, accounting and payroll duties, covered step by step below.
A Singapore private limited company is governed by the Companies Act 1967 and registered by the Accounting and Corporate Regulatory Authority (ACRA). The applicant must be at least 18, and the company needs at least one director who is ordinarily resident in Singapore. That director can be a Singapore citizen, a permanent resident or an Employment Pass holder, so a foreign founder who lives abroad usually appoints a local nominee director or relocates before filing.
The company also needs at least one shareholder, who may be an individual or another company, and a physical registered office address in Singapore. A post office box is not accepted. A company secretary who is ordinarily resident in Singapore must be appointed within six months of incorporation, and many founders hire a corporate secretarial firm for this role because it comes with a filing calendar.
Filing starts with a name application on BizFile+. ACRA checks the proposed name against existing registrations and rejects names that are identical to, or too close to, a registered one, or that use restricted words without approval. Once the name is approved, the filer enters the registered address, the primary and secondary activities as Singapore Standard Industrial Classification (SSIC) codes, the officers' particulars and the share structure.
Each director, shareholder and secretary must confirm their appointment, and foreign individuals are identified through documents such as a passport. Singapore residents use Singpass to sign in and confirm. Many applications are approved within a short time when documents are complete, but ACRA may raise queries that pause the clock, so build in time before a customer contract or bank account opening depends on the date.
A common practical sequence is: reserve the name, collect officer details and identity documents, agree the constitution, file, then wait for the registration notice. ACRA publishes the current filing fees on its website; check them there rather than relying on a quote that may be out of date.
There is no statutory minimum share capital beyond the issue of at least one share, and many small companies start with a modest paid-up amount. Paid-up capital is not a hidden cost: it is the amount shareholders have actually paid, and it determines the opening balance of equity in your books. Banks often ask how the capital will be used when you open the corporate account, so decide the figure with the business plan in mind.
The company's constitution replaces the old memorandum and articles of association and sets out how shares are issued and transferred and how directors act. Most founders adopt a standard constitution, but a company with several shareholders should consider tailoring clauses on share transfers, pre-emption rights and director appointments before disputes arise.
At the first board meeting, or by written resolution, the directors typically confirm the financial year end, appoint the auditor if one is needed, authorise a bank account and approve the registered office. Write the year end down early: it sets the due dates of the annual general meeting, the annual return and the first tax filings.
The Unique Entity Number (UEN) is the company's identifier across government agencies. With it, an authorised person can set up CorpPass, the corporate digital identity used to log in to IRAS, CPF Board and MOM services. Until CorpPass is configured the company cannot file with those agencies online, so assign a CorpPass administrator in the first week.
The UEN is also what appears on invoices, contracts and, through PayNow Corporate, on bank payments. If the company will register for GST, issue tax invoices or take part in InvoiceNow, the UEN and the GST registration number must be correct on every document from the first invoice onwards.
Tax residence follows from where control and management sit. A Singapore-incorporated company managed by directors who meet in Singapore is generally treated as tax resident, which opens treaty benefits but also brings the standard corporate income tax rate, currently 17 %, subject to partial exemptions and start-up relief for qualifying new companies. Confirm eligibility for those reliefs with IRAS or an adviser before assuming they apply.
The financial year end is chosen at incorporation and drives almost every deadline. A company incorporated in March that picks 31 December gets a short first year, while one that picks 31 March gets a full twelve months. Short first years mean the first annual general meeting, tax return and annual return arrive sooner than founders expect.
A practical first-year calendar lists the registration date, the secretary appointment deadline, the bank account opening, the GST decision, the Estimated Chargeable Income due date and the annual return date. Hand the calendar to whoever keeps the books, and review it whenever the year end or the officers change.
Company law sets recurring obligations: keep proper accounting records, hold an annual general meeting or use the written alternative where allowed, file an annual return with ACRA, and notify ACRA of changes to officers, address or activities through BizFile+. Directors are personally responsible for late filings, and ACRA can impose financial penalties, so a compliance calendar is worth setting up on day one.
On the tax side the company files an Estimated Chargeable Income declaration and an annual corporate income tax return with IRAS, and keeps records for at least five years. Whether an audit is required depends on size: a company that meets the thresholds for a small company, and some exempt private companies, can be exempt from audit, while others must appoint an auditor.
Where 4b2b.net fits: 4invoices.net creates PDF invoices and keeps an invoice archive, and 4softerp.net is a multi-company financial ERP for your own bookkeeping. Neither files anything with ACRA or IRAS, and 4invoices does not transmit InvoiceNow documents; those steps go through the agencies and a Peppol access point.
The UEN arrives on day one, but the company has no InvoiceNow Peppol-ready system — meaning the first invoices are either manual or non-compliant.
Ask a Peppol access-point provider about InvoiceNow enrolment. 4invoices creates PDF invoices and an invoice archive, but it does not send invoices over the Peppol network and is not InvoiceNow-certified.
The Companies Act requires proper accounting records from the moment the Pte Ltd is formed, yet most founders lack in-house capacity to set up a sound chart of accounts.
Appoint an accounting firm to set up a Singapore-standard chart of accounts. 4softerp is a multi-company financial ERP for your own bookkeeping; it does not file anything with ACRA or IRAS.
Timing depends on how complete the application is. A clean filing through BizFile+ with an approved name and verified officers can be processed quickly, but ACRA may raise queries about the name, activities or an officer's identity, which pauses the application. Plan for the registration notice before you promise a customer an invoice date or a bank an account opening date. ACRA's website states current processing information.
Yes, there is generally no requirement for local shareholders in a Singapore private limited company. The company does need at least one director who is ordinarily resident in Singapore and a locally resident company secretary. Some regulated sectors, such as banking or insurance, have their own licensing rules, so confirm sector requirements with the relevant regulator before you file.
Yes. Every company must appoint a company secretary who is ordinarily resident in Singapore within six months of incorporation. The secretary keeps statutory registers, supports board and shareholder meetings and handles ACRA filings. A sole director cannot also be the only secretary, so a one-person company needs a second person for that role.
The UEN is the Unique Entity Number that ACRA assigns on registration. You use it on invoices and contracts, to set up CorpPass, to log in to IRAS and CPF Board services and for PayNow Corporate payments. It does not change for the life of the company, so keep it with your company records and confirm it on every document you issue.
No. GST registration is compulsory when taxable turnover exceeds the threshold set by IRAS, currently S$1 million over a rolling period or in the next twelve months, and voluntary registration is also possible. Registering later is common, but once registered you must charge GST at the prevailing rate and file returns, so decide the timing with your adviser.
Issue PDF invoices and keep an invoice archive from day one. Incorporation and InvoiceNow enrolment are done with ACRA and your Peppol access point.
