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Company Incorporation

The basis of company law in the Republic of Singapore is the Companies Act (Cap. 50). Under this Act, one or more persons associated for any lawful purpose may incorporate a company by subscribing their names to a memorandum and complying with the requirements.

Three types of companies can be incorporated under the Act:

  1. A company limited by shares: The liability of members of such a company is limited to the amount paid and unpaid (if any) on the shares held by them (This is the normal type of company formed for carrying on business for purpose of gain or profit)
  2. A company limited by guarantee: The liability of members is limited to the amount they individually undertake to contribute to the assets of the company in the event of a winding up.
  3. An unlimited company: The liability of members is unlimited.

A company may be either private or public. A company having a share capital can be incorporated as a private company if it does not have more than 50 shareholders, restricts the right to transfer shares, and prohibits any invitation to the public to subscribe to its shares and debentures or to deposit money with it.

A limited company must have "Limited" as part of and at the end of its name. A private company must have the word "Private" as part of its name, inserted immediately before the word "Limited" or, in the case of an unlimited company, at the end of its name.

A public company may, subject to legal and listing requirements, invite the public to subscribe for its shares or debentures. The conditions and procedures, by which a private company may convert to a public company, and vice versa, are contained in the Companies Act.

  1. You can incorporate a ‘Private Limited’ or ‘Public Limited’ company under the companies act (chapter 50). It is a legal entity and has the right to own properties. It can sue and be sued by others. There are no restrictions for foreigners owning 100% of shares of the company, and can be owned by an individual or by a corporation from overseas.

  2. There are no restrictions on the number of directors in a company but the company should have one local director. A local director can be a Singapore citizen or Singapore Permanent Resident or a foreigner who has obtained an Employment pass or Dependent Pass holders.

    There are no requirements for qualification shares for a person to become a director and he must be above the age of 21 years.

    if a foreigner would like to incorporate a company,  and has not obtained his employment pass, he should join with a local director to incorporate a company.

  3. Subsequent to the amendments to the companies act w.e.f 1st April 2004, a company can be incorporated in the Republic Of Singapore with one director whom must be a Singapore citizen or Singapore Permanent Resident or a person who has been issued Employment pass or Dependent Pass holders.

  4. The proposed name of the company has to be approved by ACRA before all the documents relating to the company incorporation are filed to ACRA to get the Certificate of Incorporation.

Our Firm can assist you to incorporate a Private Limited Company or Public Limited Company in Singapore

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