FAQ on Incorporation

Frequently Asked Questions

1. What is a Company?
2. What are the types of companies?
3. What is a business firm?
4. Can you comment on limited liability practices in Singapore?
5. Can a company register a sole proprietorship? If so, what is the liability?
6. Must the names describe the businesses?
7. We understand that for incorporation of companies, the date of incorporation will be one day after the documents are lodged. Please explain whether the same policy is applied for business registrations? Can we request for a special date?
8. There exists ABC Pte Ltd. Can a person, who is also a director of ABC Pte Ltd, register a business name known as ABC?
9. Can we handle incorporation of companies, registration of business & corporate secretarial services in HDB flats?
10. If the sole-proprietor intends to use the business name for a Private Limited company, when should the date of cessation be? Should the Form D be dated on the date when we submit the incorporation documents?
11. How long does it take to process and approve a company's name application?
12. Will I be assured of getting an employment pass if I intend to incorporate a pte ltd company in Singapore?
13. Societies & Clubs (non- profit organizations) - who do they register with?

Answers

1. Rating: +0

   

   What is a Company?

   A company is an incorporated entity and once registered under the Companies Act, Chapter 50, it has legal personality. It is different from a business firm and usually has the words ‘Pte Ltd’ (Private Limited) or ‘Ltd’ (limited) as part of its name.

2. Rating: +0

   

   What are the types of companies?

   Private Limited Companies - Number of shareholders is limited to 50 or less.

   Public Companies - Number of shareholders can be more than 50 members and the company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with the Registrar before making any public offer of shares and debentures. The above does not apply for companies limited by guarantee.

   Branches of Foreign Companies - These are companies whose country of origin are outside Singapore and who wish to set up a branch in Singapore. The companies are registered and not incorporated under the Companies Act, Chapter 50.

3. Rating: +0

   

   What is a business firm?

   A business firm is either a sole-proprietorship or a partnership. Individuals and companies, being “legal persons”, may set up and own a business firm. However, a business firm, not being a legal entity, cannot register another business firm.

   Individuals and companies registering business firms need not be Singaporeans or incorporated in Singapore. But in all cases, the manager of a business firm must be a Singaporean, Singapore Permanent Resident, Singapore Employment Pass Holder or Dependant’s Pass Holder.

   Sole-proprietorship
   A sole-proprietorship is a business firm owned by one person or one locally incorporated company. There are no partners. The sole-proprietor has absolute say in the running of the business firm.

   Partnership
   A partnership is made up of more than one person or company. Generally, all partners have equal rights in the management of the partnership. To avoid possible disputes, it is preferable that a partnership agreement is drawn up.

   Partnerships may have between two and twenty partners. Once there are more than twenty partners, the business entity must be registered as a company under the Companies Act.

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   Can you comment on limited liability practices in Singapore?

   Corporations (including societies registered under the Co-operative Societies Act) are the only limited liability entities in Singapore. A Private Limited is a legal entity that exists separately from its owners.

5. Rating: +0

   

   Can a company register a sole proprietorship? If so, what is the liability?

   Yes, a company can register a sole-proprietorship (RCB may require a local manager to be appointed. As with all other unincorporated entities, liability of the sole-proprietorship is unlimited. Directors of the owner-company may, in certain circumstances, be rendered liable for the business, as the Business Registration Act includes directors in the definition of persons who are responsible for the management of the business.

6. Rating: +0

   

   Must the names describe the businesses?

   There is no legal requirement as such. However, descriptive names are to be used if it would make the business name distinct from those of other entities for the purposes of making an application for the registration of a business name.

7. Rating: +0

   

   We understand that for incorporation of companies, the date of incorporation will be one day after the documents are lodged. Please explain whether the same policy is applied for business registrations? Can we request for a special date?

   The Certificate of Registration will be dated the date when the application is submitted on line and is approved by the RCB and the necessary payment made.

8. Rating: +0

   

   There exists ABC Pte Ltd. Can a person, who is also a director of ABC Pte Ltd, register a business name known as ABC?

   No, the names are considered identical. From the example, if ABC Pte Ltd wishes to register ABC Trading, this would be allowed provided the name does not fall foul of section 11 of the Business Registration Act and ABC Pte Ltd provides a letter of consent for the use of the name "ABC".

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   Can we handle incorporation of companies, registration of business & corporate secretarial services in HDB flats?

   The Home Office (HO) scheme allows homeowners to conduct small scale businesses within their homes as long as the subject premises is approved or authorized under the Planning Act to be used for residential purpose.

   For HDB residential premises, you can apply for the approval from HDB at https://www5.hdb.gov.sg/BP21/Bp21001p.nsf/HOSEnquiry?OpenForm

   For other residential premises not sold or leased by HDB, apply under URA HO Scheme.

10. Rating: +0

    

    If the sole-proprietor intends to use the business name for a Private Limited company, when should the date of cessation be? Should the Form D be dated on the date when we submit the incorporation documents?

    There is no objection to the business firm being terminated within 3 months of the date of incorporation. If the business owner wishes to extend the date of termination beyond the 3 month period, he/she must submit the request in writing to RCB citing the reason(s) for the extension.

11. Rating: +0

    

    How long does it take to process and approve a company's name application?

    The RCB immediately approves an application of name unless the business activities need approval from a particular government agency or it is a conversion from a business entity where a letter of consent has to be attached.

12. Rating: +1

    

    Will I be assured of getting an employment pass if I intend to incorporate a pte ltd company in Singapore?

    With effect from 21 June 1999, a foreigner intending to be a local director need not produce his Employment Pass at the point of registration of the business. Instead, he is merely required to produce an Approval-in-Principle Employment Pass (or “AIP EP”) from the Employment Pass Department (EPD), Ministry of Manpower. Application forms can be obtained at RCB or at EPD. Please refer to the procedure for application of an employment pass by a foreigner who wishes to act as a local director of a new company.

    Businesses planning to bring in foreign equity should advise their foreign parties that foreign equity alone does not confer the latter automatic rights to carry on business in Singapore. Under the Singapore Immigration Regulations, any foreigner who is not a Singapore permanent resident and wishes to engage in any business, profession, occupation or any form of paid employment in Singapore with a minimum monthly income of S$2,500 is required to apply for an Employment Pass.

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    Societies & Clubs (non- profit organizations) - who do they register with?

    The Registry of Societies.