Singapore Private Company Registration Guide (2) – Summary of Features of Singapore Private Company

General Information
Company Law Companies Act 1994 (amended in 2005)
Type of Company Private company
Language of Legislation and Corporate Documents English
Taxation of Foreign Profits Varies
Exchange Controls No
Length of Time to Incorporate 1 day
Shelf Companies Available No
Corporate Names
Name Restrictions Offensive names
Endings and Abbreviations Required Must contain the words “Limited” or “Berhad”, and “Private” or “Sendirian”, or its abbreviations
Length of Time to Verify Name Availability 1 day
Reservation of Names Permitted Yes
Language of Name English
Name of Banks, Insurance, Investment Fund, Trust Company or their equivalents requiring consent or license Yes
Capital and Shareholders
Minimum Number of Shareholders One
Local Shareholders Required No
Corporate Shareholders Permitted Yes
Disclosure of Shareholders Yes
Minimum Authorized Capital Required Yes
Bearer Shares Permitted No
Registered Shares Permitted Yes
No Par Value Shares Permitted No
Directors and Officers
Minimum Number of Directors One
Qualifications of Directors Legal age
Officers Required Yes
Corporate Directors/Officers Permitted No
Local Directors/Officers Permitted Yes (sole director must be resident, if more than one director are appointed at least one of them shall be resident)
Appointment of Subsequent Directors/Officers Resolution
Annual General Meeting of Shareholders Required No
Annual General Meeting of Directors Required Yes
Location of Directors and Shareholders Meetings Anywhere
Adoption by Consent Permitted Yes
Quorum required for purposes of meetings Determined by the Articles of Incorporation
Local Requirements
Qualified Registered Office/Agent Yes/No
Government Register of Shareholders Yes
Government Register of Directors/Officers Yes
Government Register of Charges Yes
Register of Directors/Officers to be kept at Registered Office Yes
Company Seal Required Yes
Copy of Minutes to be kept at Registered Office Yes
Copy of Share Register to be kept at Registered Office Yes
Annual Requirements
Minimum Annual License Fee or Franchise Tax S$315
Annual License Fee or Franchise Tax Due Date Anniversary’s date
Applicable Surcharges Minimum S$50. Penalties increase gradually based on the amount of days the company fails to present its annual return.
Requirement to File Annual Returns Yes
Requirement to Submit Annual Audited Accounts Yes
Other Relevant Information
Member of Apostille of the Hague Convention No
Increase or Reduction of Capital By director’s resolution
Redomiciliation Prohibited Yes
Reinstatement at Registry Yes
Removal from Registry Voluntary winding up or applying to strike off of the company.