Incorporation itself takes hours. What catches people out is everything that becomes due immediately afterwards: a company secretary within six months, a resident director from day one, registers to establish, and a first financial year end that quietly determines every filing deadline for years to come.
Incorporation
Setting up a Singapore company
Incorporation itself takes hours. What catches people out is everything that becomes due immediately afterwards: a company secretary within six months, a resident director from day one, registers to establish, and a first financial year end that quietly determines every filing deadline for years to come.
| Item | Detail |
|---|---|
| Proposed name | [NAME] PTE. LTD. |
| Company type | [Private company limited by shares / Exempt private company] |
| Principal activity | [DESCRIPTION] — SSIC code [CODE] |
| Registered office | [ADDRESS] |
| Financial year end | [DATE] — see the notes; this decision has long consequences |
| Initial share capital | [NUMBER] ordinary shares for S$ [AMOUNT] |
| Directors at incorporation | [NAMES] |
| Ordinarily resident director | [NAME] — mandatory from incorporation |
| Shareholders | [NAMES] |
| Company secretary | [NAME] — within 6 months |
| Constitution | [Model Constitution / Bespoke — see the notes] |
| Incorporated on | [DATE] UEN: [UEN] |
1. Before Incorporating
| # | Decision | Options | Note |
|---|---|---|---|
| 1 | Name | Check availability and reserve | Names too similar to existing ones, or suggesting government connection, are refused |
| 2 | Entity type | [Private company / LLP / Sole proprietorship / Branch] | A company gives limited liability and is what investors expect |
| 3 | Resident director | A founder who qualifies, or an appointed one | At least one director ordinarily resident in Singapore, continuously |
| 4 | Share capital | Any amount — no minimum | S$1 is possible; a token amount can look odd to banks and counterparties |
| 5 | Share classes | Ordinary only, or classes from the outset | Adding preference classes later requires a constitutional amendment |
| 6 | Constitution | Model or bespoke | The Model applies by default if none is registered |
| 7 | Financial year end | Any date | Determines every filing deadline — see the notes |
| 8 | Registered office | Own premises or a service provider | Must be accessible to the public for the required hours |
| 9 | Corporate service provider | Which firm, and what the package covers | Confirm whether controller verification notices are included |
| 10 | Founder arrangements | Founders’ agreement and vesting | Far easier before incorporation than after |
6 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
At least one director must be ordinarily resident in Singapore, from incorporation and at all times afterwards. It is not merely a condition of setting up. Foreign founders frequently solve it at incorporation with a nominee and then treat the arrangement as settled — it needs monitoring, and it has its own rules.
Where a nominee director appointment is arranged **by way of business**, it must be made through a corporate service provider registered with the authority. This directly affects the common arrangement where a foreign-owned company obtains a resident director informally. Check how any existing arrangement was set up.
The office must be filled within six months of incorporation and must not be vacant for more than six months thereafter. The secretary must be ordinarily resident in Singapore, and for a company with a sole director the secretary cannot be that same person.
It determines every downstream deadline for the life of the company. Changing it later is possible but conditional. Think about group alignment, seasonality and professional workload before defaulting to 31 December because it seems obvious.
Doing nothing is a choice, and it is the wrong one for most companies with more than one shareholder. Transfer restrictions, pre-emption on new issues and interested-director voting are the provisions most often unsuitable, and they are precisely the ones that matter when a dispute or a financing arrives.
The register of registrable controllers must be set up within the prescribed period after incorporation, with notices issued and central filing made. New companies routinely miss it because it feels like an ongoing-compliance item rather than a setup task. It is both.
There is no minimum capital and no par value. A company incorporated with S$1 is perfectly valid, and it will raise eyebrows with banks, landlords and larger counterparties. Choose an amount that reflects what the founders are actually putting in.
A founders’ agreement, founder vesting and assignment of intellectual property created before incorporation are all far easier to agree while everyone is optimistic. Vesting in particular becomes a fraught negotiation once an investor requires it.
Code, designs and material created by founders before the company existed belong to them personally unless assigned. Investors will ask, and an unassigned core asset is a genuine problem rather than a technicality.
Registration becomes compulsory once taxable turnover exceeds the threshold on a retrospective or prospective basis. Voluntary registration is available below it but now brings the e-invoicing requirement with it, which changes the calculation. Model it rather than deciding by default.
Written key employment terms within fourteen days, itemised payslips, and correct CPF treatment all apply from the first employee. Setting them up before hiring is straightforward; retrofitting after several hires is not.
The appointment is mandatory and the contact must be published. It costs nothing to do at incorporation and is routinely forgotten until a customer contract or a data question forces it.
Corporate secretarial packages vary widely. Confirm specifically whether annual controller verification notices, register maintenance, minute books and central filings are included. Assuming they are covered is the most common source of gaps.
Small company status must be tested annually against the criteria in each of the two preceding years, and for the group where relevant. Build the test into the annual cycle rather than assuming exemption continues.
Reflects Singapore law current as of {{DATE OF USE}}. Incorporation requirements, register and filing obligations, nominee director and corporate service provider rules, small company thresholds and GST registration and e-invoicing requirements all change — incorporate with a registered filing agent or corporate secretary, and take advice on the constitution where investment is expected.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.