All you need to know about Singapore Incorporation Documents

As per the World Bank Ease of Doing Business survey, Singapore ranks second in the world for doing business. A company can be incorporated in less than two days in Singapore. However, it is important for you to comply with the requirements of Singapore Incorporation Documents.

This article will speak about the important Singapore incorporation documents required for setting up a company. Before speaking about the mandatory documents required for incorporation, we first have to consider the registration requirements for incorporation.

Company Registration Requirements

It is not only important to secure Singapore Incorporation documents, but you also have to know the process and steps involved in registering a company. Before securing these documents, it is mandatory to carry out the following requirements:

1. Reserve the Name with the ACRA- First and foremost, you require to register with the Accounting and Corporate Regulatory Authority (ACRA) to reserve the name of the company. You would have to go to the ACRA website for reserving the name of the company.  There are a few requirements to keep in mind before reserving the name of the company:

• Make sure the name of the company is not already utilized in Singapore or any other country.

• The name must not breach any provisions of intellectual property rights in Singapore.

• If the name has broker, legal, school, law, finance or any other term which is specifically regulated, then additional consent may be required from the specific authority.

The name of the company would be reserved for a period of 120 days.

1. Draft and Prepare Company Documents- Once you have got the name of your company reserved, it is important to prepare Singapore Incorporation Documents. All these documents have to be submitted to the ACRA for successfully incorporating your company. The following are important Singapore incorporation documents which have to be submitted to the ACRA:

• Company Constitution- This would include the memorandum of association and articles of association.

• Directors and Company Secretary Consent- Such consent is required in order for an individual to act as a director. Along with this, you have to appoint a Company Secretary (CS) within six months of incorporation. The CS consent to act in the capacity of a secretary has to be submitted.
  
  
• Information or Identification Details- You also have to provide valid information such as the identity and address details of the shareholders and directors. This is one of the important Singapore Incorporation Documents which has to be submitted to the ACRA.

1. Submit Application along with Documents- In the final step, the application along with the necessary documents has to be filed with the ACRA. With this the incorporation process of your Singapore Company is complete.

Pre-Incorporation Documents- Singapore Incorporation Documents

There are certain documents that have to be submitted to the ACRA before the company is incorporated. The following documents have to be submitted as Singapore Incorporation Documents:

• Memorandum of Association (MOA) – This corporate document forms a part of the company’s constitution. It contains provisions such as the objects which the company can carry out in its usual course of business.
  
  
• Articles of Association (AOA) – This is another corporate document that forms a part of the company’s constitution. It contains various rules and bye-laws which have to be followed by the company. It also provides the duties of shareholders and directors in the company. As a part of Singapore incorporation documents, you can either consider ‘Draft Articles’ (Constitution) which is provided by the Government of Singapore, or tailor-made articles which are the ‘Model Articles’.

• Draft Articles- Draft Articles is a specific format of the constitution adopted by the Government of Singapore. The following information would be included in the draft articles:

• Company Name
• Activities carried out by the Company
• Statement of Shareholders 
• Shareholders Meeting
• Directors Meeting
• A statement made by the shareholders that the liability is limited
• The intention of the shareholders who want to establish the company
• Complete information of first shareholders of the company
• Winding up Provisions
• Distribution of Dividends
• Appointment of Company Secretary.

• Application Form- This is an online form that is available on the BizFile+ portal. This application has to be filled and submitted online. Along with this, a fee of SG$ 300 must be paid for registering the company.

• Visas/Passport- In case a foreigner is incorporating a company in Singapore, then the foreigners’ visa would be a part of Singapore Incorporation Documents.  The ACRA would also want to know if the applicant has applied for an Entrepass to incorporate the company.

• Directors and Company Secretary Consent- Before registering a company, the ACRA would require the director’s consent. Similar consent is required when the company secretary is appointed.

Which Singapore incorporation documents are required by the services provider?

In order to comply with the Anti Money Laundering Provisions (AML), the corporate services provider would also have to collect certain ‘Know Your Client’ (KYC) documents for company incorporation. Submission of these supporting documents is a mandatory step carried out in the client due diligence process. These documents would help in validating the individual or company. The following KYC documents have to be submitted:

Individual

An individual has to submit the following documents:

• Copy of the Passport.
• If the individual is a Singapore resident then the NRIC or resident card must be submitted.
• Address Proof of the Individual (either be a utility bill or a rental agreement).
• Prior work and academic experience (either a curriculum vitae or resume or background information of the same).

Corporate Shareholder/Company

A corporate shareholder has to submit the following documents:

• Registration Certificate or Certificate of Registration (issued by the official authority).
• Information on the company- the name of the company, UEN and other details, information on shareholders and directors.
• Activities carried out by the business.
• Authorizations are passed by beneficial owners and individuals.
• Information on Ultimate beneficial owners.

Note: The above documents can be utilized by the corporate service provider at any time when the customer enters into any new transaction. 

Post Incorporation Documents- Singapore Incorporation Documents

After the ACRA has reviewed your application and is satisfied with all the requirements, then are specific Singapore incorporation documents provided by the ACRA post-registration.

The following are the documents provided by the ACRA post-registration:

• Certificate of Incorporation- This would be provided in an electronic form/soft copy. The ACRA would mail you the certificate of incorporation to your authorized email address. The whole process of incorporation to securing the certificate is carried out online. Of course, you can receive a physical/hard copy of the same. For this, you have to make an application along with a fee to the ACRA. Usually, for business dealings and transactions in Singapore, a soft copy is only required. You may need a hard copy only if you are entering into transactions or business dealings outside Singapore. The certificate of incorporation would contain details of your company and a specific Unique Entity Number (UEN).

• Company BizProfile- This is another document issued by the ACRA in a Portable Document Format (PDF). This document would contain the following information:

• Major Activities carried out.
• Information on Share Capital.
• Information on Directors.
• Registered Address of the Business.
• Status on Compliance.

Other Documents- Post Incorporation

When your company registers with other authorities you have to take a record of the following:

• GST- For GST registration you have to make an application to the Inland Revenue Authority of Singapore (IRAS). You will receive a notification that you are registered with the GST number. This number must be printed on all invoices, receipts, and credit notes.

• Customs Registration- You would have a UEN number when your company is registered. This is used when you activate your customs account.

Conclusion

It is quite straightforward to open a business in Singapore. However, it is important for you to comply with the requirements of the Government of Singapore. Singapore incorporation documents are mandatory for starting your business. At ScaleX, we thrive to ensure that your requirements with incorporation documents are fulfilled.

If you are interested in obtaining more information regarding Singapore Incorporation documents, then you can contact us for a free consultation.