General Requirements-Incorporation of Singapore Companies
If you are interested in setting up a company in Singapore, below is an overview of some of the requirements under the Singapore Companies Act
For the purpose of incorporation, a company must have at least one subscriber. From then on the company must have at least one shareholder/member at all times.
A company must have at least one director and at least one of the directors must be a ordinarily resident in Singapore. Foreign individuals may be appointed as a resident director, provided they possess a valid employment pass. Directors must be at least 18 years of age and must not be bankrupt or hold any past criminal convictions.
The initial issued and paid-up share capital of the new company must be at least S$1.00.
Upon incorporation, a company must have a registered office in Singapore. The Singapore Companies Act (Chapter 50) requires the company secretary to be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is accessible to the public. In addition, the Registers of Members, Directors, Auditors, Managers and Secretaries and other Statutory Registers are required by the Companies Act to be kept at the registered office.
The company is required to appoint a company secretary and the company secretary must be a person who is a resident of Singapore.
Section 171 of the Companies Act provides for the qualification of a secretary of a public company. Briefly, a company secretary is one who is qualified under the Legal Profession Act, an Accountant registered with the Institute of Certified Public Accountants of Singapore, a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators, or a member of another such other professional association as prescribed under the Act.
In the case of a private limited company, it is not required by the Singapore Companies Act to appoint a qualified person to act as the company secretary. However, it is the duty of the directors of a private limited company to take all reasonable steps to ensure that the secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.
We can assist by providing a nominee to act as company secretary.