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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 are private companies?

    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.

Company Directors

How many directors does a subsidiary company require?

The company must have at least one director who is a Singapore resident.

What should I do if I want to incorporate a company in Singapore but do not meet the local director requirements?

There are several options to consider:

  • If you plan to relocate to Singapore, you can act as the local director subject  given that your entrepreneur pass or employment pass is approved.
  • Alternatively, you can use a nominee director service from a professional services company to satisfy the local director requirement.
  • You may also choose to appoint a local employee or someone you know in Singapore who is willing to act as the local director.

Who is a Singapore resident?

A Singapore resident is a Singapore citizen, a Singapore Permanent Resident or am EP holder who is residing in Singapore.

What are they typical terms for providing a nominee director service?

As the responsibilities of a company director are rather onerous, we usually require certain conditions to be met before we offer this service, such as:

  • Credibility of company beneficiaries
  • Signing of a nominee director indemnity letter
  • Providing a refundable security deposit

Is a resident director required for company incorporation in Singapore?

Yes, each company must appoint at least one director who is a Singapore resident

Who is a resident of Singapore?

A Singapore citizen, Singapore Permanent Resident or EP holder who is residing in Singapore.

Can another company be appointed as a director?

No. A director must be a natural person.

Does a director have to be a shareholder and vice versa?

No, directors are permitted, but not required to own shares in the company. Likewise, a shareholder is permitted, but not required to be a director.

What are the main responsibilities of a director?

Directors are responsible for decision-making, running the business and ensuring the company is in compliance with its statutory obligations.

Do I need to be living in Singapore to be a director?

No, however there needs to be at least one director who is a Singapore resident.

How many directors are required?

Every Singapore company must have at least one director who is a Singapore resident.

Who is eligible to be a company director?

Qualifications of a Company Director
 

  1. A director must be a natural person. This means that a corporate entity/enterprise cannot act as a director of another company.
  2. A director must have legal capacity and have attained the age of majority[1]  (at least 18 years old).
  3. A director must be of sound mind, or mentally and physically fit to render statutory duties.
  4. A director must not be subject to disqualification. Among those considered unfit to become a company director under Section 148 of the Companies Act are as follows:

  • I could be wrong, but isn't the age of majority in Singapore 21?

  • Those who are undischarged bankrupts or those who have been declared bankrupt by a local or foreign tribunal
  • Felons convicted of criminal offences like fraud or dishonesty
  • Those who are disqualified pursuant to court order
  • Those convicted for at least 3 years or more for an offence punishable under the Companies Act (like failure in filing returns, accounts or submitting other documents) within a period of 5 years

Can a director also be the company secretary?

A director can hold the position of company secretary only if he or she is qualified to do so, and the company has more than two directors and the director is qualified to do so.

Can I appoint a new director after the company has been incorporated?

Yes. Directors must be appointed in the manner as prescribed in the company’s articles of association.

Can I remove a director from my company?

Yes. Directors may be removed in the manner as prescribed in the company’s articles of association.

Is a director an officer of the company?

Yes, the Companies Act classifies all appointed directors as officers of the company.

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