What is the main source of law authorising this entity form?

Companies Act 1967 (the “Companies Act”).

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

Yes, it has its own legal personality, separate from its directors and shareholders. It can acquire assets, go into debt, enter into contracts, and sue or be sued in its own name.

(Maximum) period of existence

It has no maximum period. It has perpetual succession – continues notwithstanding a change in structure of shareholdings or death of any of its shareholders.

Governing document(s)

Constitution.

Liability of incorporators / shareholders

The liability of the shareholders is limited to the capital that they have paid into the company. If any amount of share capital is unpaid, the shareholder remains liable for such share capital and their rights to vote and receive dividends may be limited by the extent of the paid-up shares.

(Governing) bodies

The Accounting and Corporate Regulatory Authority (ACRA).

Other particularities

No other particularities of note.

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

There are no specific restrictions under the Companies Act on the use of the company for international transactions and restructuring. In fact, this form of entity is commonly used as an investment holding vehicle for foreign investors to invest into operating businesses and entities outside of Singapore or as a joint-venture company for cross-border transactions. It is also commonly used as an investment vehicle for start-ups and businesses involved in early-stage fundraising.

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

The Private Limited Company can be converted into a public company by lodging with the Registrar a copy of a special resolution, a statement in lieu of prospectus and a declaration in a prescribed form. As the Companies Act prescribes, the maximum number of shareholders for a private company is 50 (excluding employees and ex-employees), a private company will have to convert to a public company when the number of shareholders exceeds 50. Conversely, a public company may also convert to a private company by lodging with the Registrar a special resolution, a list of persons holding shares in the company and other information relating to the company or its members and officers as may be prescribed.

Can this type of entity be used for a non-profit or charitable organization?

Yes, but in Singapore, non-profit entities are typically registered as a Company Limited by Guarantee, a Society under the Registry of Societies, or a Charitable Trust.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

A signed consent to act (Form 45) from each director, a signed consent to act by company secretary (Form 45B), relevant directors declarations, company constitution (either by selecting from the model constitution on the ACRA website or uploading a customised constitution), identification and proof of residential address for all officers and shareholders of the company.

Involvement of notary, company register, governmental authorities

Know-your-client due diligence completed by incorporation service provider in compliance with its obligations under anti-money laundering, counter-terrorism financing and financing of proliferation of weapons of mass destruction regulations and guidelines prescribed by ACRA. The service provider is required to obtain original identification documents (or copies certified as true by a licensed notary public, Commissioner of Oaths, or registered lawyers) from each customer and its beneficial owner(s) for verification.

Timing (estimate)

The first step of registering a company is to select and submit an application to reserve a proposed name via ACRA’s new “Bizfile” digital service portal for business registration, filing and information launched on 9 December 2024. The “Bizfile” portal will prompt the filing agent if the proposed name is identical to an existing name or contains prohibited and undesirable words. The application for the proposed name of the company is usually processed 15 minutes after the application fee is paid on the “Bizfile” portal. After the name application is approved, the incorporator can proceed to incorporate the company within 120 days from approval.

Main costs, including registration and similar fees (excluding legal fees)

However, the application for incorporation is typically approved within 1 to 3 working days but may take 14 to 60 working days if the company is in a special field which requires special licenses or has to be referred to another agency for review, such as setting up of a private school or providing financial services. With effect from 9 June 2025, all business entities carrying on a business of providing corporate services in and from Singapore also need to register with ACRA as registered Corporate Service Providers (CSP).

The Registrar prescribed fees are: (i) the company name application fee of S$15 and (ii) the registration fee of S$300.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

When registering the company with ACRA, the incorporator will be asked to specify the activities of its business by selecting at least one (1) from the Singapore Standard Industrial Classification (SSIC) code (e.g. other holding companies). The incorporator will also need to provide the date of its first financial year end and its registered office address within Singapore which must be open and accessible to the public for at least 3 hours during ordinary business hours on each business day.

Minimum number of incorporators / shareholders and residency requirements

Minimum is one (1) shareholder. Shareholders can either be a natural person or a corporate entity.

Generally, shareholders do not have to meet any residency requirements, except in limited circumstances.

Minimum number of directors (or other applicable officers) and residency requirements

At least one (1) director who is ordinarily resident in Singapore (i.e. a Singapore citizen, Singapore permanent resident, employment pass (EP) holder or EntrePass holder). Work pass holders are advised to check with the relevant pass-issuing authority such as Ministry of Manpower (MOM) on their eligibility before registering an appointment to be a company director with ACRA (e.g., EP holders can generally serve as a director in a company that holds his/ her EP but will need to obtain a letter of consent from MOM to serve as director in its related companies).

At least one (1) company secretary who is a natural person and has his or her principal or only place of residence in Singapore. Companies must appoint a company secretary within six (6) months from incorporation. If the company has only appointed a sole director, he/ she cannot be appointed as the company secretary.

Unless otherwise exempt (e.g., small company) from audit requirement, companies must appoint at least one (1) auditor who is a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership registered with ACRA within three (3) months of incorporation.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

The minimum share capital is S$1. Companies with paid-up share capital of S$500,000 and above shall automatically become statutory members of the Singapore Business Federation (SBF) and subject to annual subscription fees.

The requirement for opening of a corporate bank account differs from bank to bank and is subject to such laws and regulations applicable to the bank, including but not limited to anti-money laundering laws and know-your-client requirements.

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

A physical registered office address within Singapore is required.

The company needs to have at least one (1) director who is ordinarily resident in Singapore and a company secretary who is a natural person and has his or her principal or only place of residence in Singapore.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

A unique entity number (UEN) is an identification number that is automatically assigned when a company is successfully registered with ACRA which also serves as the company registration number. All companies need to include their company name and UEN in business letters, statements of account, invoices, official notices and other correspondences.

What is the title of the applicable company registry?

The Accounting and Corporate Regulatory Authority (ACRA) – a governmental body that regulates business registration, financial reporting, public accountants, and corporate service providers.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

Constitution. This is available on the ACRA website for purchase by the public.

Electronic Register of Members. This shows the direct shareholding of the company. It is available for purchase by the public. In addition, unless exempted, companies are required to:

• set up, maintain (and lodge) a Register of Registrable Controllers (RORC) (Registrable Controllers are also commonly known as beneficial owners) and file the same information with ACRA on the date of their incorporation or registration. Directors with executive control and the chief executive officer must also be identified as Registrable Controllers. Information in the ACRA's central RORC will only be made available to law enforcement agencies for the purpose of administering or enforcing the laws under their purview (e.g. investigation of money laundering offences). The public will not have access to the information in the ACRA central RORC; and
• keep and maintain a Register of Nominee Shareholders containing the particulars of the nominators of the company’s nominee shareholders. The register and the information therein may only be disclosed to ACRA or other public agencies upon their request for the purpose of administering or enforcing any written law. The company must not disclose the register or the information therein to any member of the public.

ACRA business profile will show the shareholders of the company (including any holding company). This is available on the ACRA website for purchase by the public.

ACRA business profile will show the share capital of the company. This is available on the ACRA website for purchase by the public.

Register of Directors. This is available on the ACRA website for purchase by the public. In addition, unless exempted, the company is required to keep and maintain a Register of Nominee Directors containing the particulars of the relevant nominators, and file such information with ACRA (refer to paragraph 6 below). With effect from 9 June 2025, persons acting as nominee directors by way of business will also need to be arranged by registered CSPs, after they have been assessed as fit and proper by the registered CSPs.

Central Registers of Nominee Directors and Nominee Shareholders. Unless exempted, existing companies are required to submit information on their nominee directors and nominee shareholders to ACRA’s Central Registers of Nominee Directors and Nominee Shareholders by 31 December 2025. Companies registered on or after 16 June 2025 with directors and/or shareholders who are nominees are required to file such information with ACRA at the time of incorporation/ registration. Following the initial submission, any updates to private registers held with the companies must be filed with ACRA within two (2) business days. Once the information is filed with ACRA’s Central Registers, the “nominee” status of directors and shareholders will be publicly available and will appear in the business profile of the relevant companies. However, complete information on the particulars of nominators in ACRA's Central Registers will only be accessible to law enforcement agencies.

Register of Auditors. This is available on the ACRA website for purchase by the public.

Register of Liens/ Encumbrances on Shares. There is no statutory requirement to maintain a register of liens/ encumbrances on its own shares.

Register of Charges (on its own assets within 30 days after creation of the charge). It is not available for purchase by the public online. A copy will be kept at the registered office of the company and will be open to inspection to any creditor or member of the company without fee, and to other persons for a small fee fixed by the company. Only the certificate confirming registration of charge would be available for purchase on the ACRA website.

Other public filings include the Register of Business / Company Documents, Register of Secretaries and Register of Chief Executive Officers, which are available on the ACRA website for purchase by the public. Other non-public filings include the Register of Substantial Shareholders, Register of Debenture Holders, Register of Managers and Register of Directors’ Shareholdings, and lodgements such as Annual Returns, Change in Company Information, Return of Allotment of Shares and Transfer of Shares, which are not available for purchase by the public online.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

Board of Directors: Manage, direct, and supervise the business of the company.

Shareholders (refer to Question 20 for their duties, tasks, and responsibilities).

How are the members of the executive body appointed, dismissed and replaced?

Directors are appointed by ordinary resolution passed at a general meeting unless the constitution provides otherwise. The Companies Act only prescribes for removal of directors of public company to be done by ordinary resolution. Therefore, for Private Limited Companies, there is no Companies Act requirement and it will be based on their constitution. Notice of any new appointment or removal of directors by the company has to be provided to ACRA within 14 days from the date of appointment or removal.

Is it possible to appoint corporate directors or must all directors be natural persons?

An entity cannot be appointed as a director. A director must be a natural person who has attained age of 18 and has full legal capacity.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

There is no requirement for non-executive directors to be appointed for private companies. Typically, Singapore companies operate on a single tiered structure with the Board of Directors being the body that governs and manages the business and affairs of the company. However, the responsibilities of the board may be delegated to committees constituted by certain members of the board and/or to other officers performing an executive, supervisory or managerial function.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

They are generally referred to as shareholders, subscribers or members of the company.

Shareholders pay for their shares which contributes to the capital of the company. They may also participate in emergency fundraising events.

Attend Annual General Meetings (AGM) and Extraordinary General Meetings (EGM).

Approve recommendation for the declaration of dividends at AGM.

Vote on matters including: the appointment and removal of directors, amendments to constitution, issuance of new shares and shareholders' reserved matters.

Right to receive dividends and assets on winding up of company.

Police wrongdoings, such as pursuing a derivative action.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

The default position for the company's quorum under the Model Constitution prescribed by the Companies (Model Constitutions) Regulations 2015 is two (2) members. However, this can be amended by the company's constitution to provide otherwise, or the incorporators may choose to adopt a constitution other than the Model Constitution. If the company has only one (1) member, then it may pass a resolution by the member recording the resolution and signing the record.

The requirement to pass ordinary resolutions is a simple majority (i.e. more than 50% or a greater majority if so required by the company's constitution) of the members (or their voting rights if a poll is demanded) who on that date would have the right to vote on that resolution and present (in person or by way of proxy, if proxies are allowed) at the meeting (with the requisite notice requirements for such meeting being met). The requirement to pass special resolutions is at least 75% (or a greater majority if so required by the company's constitution) of the members (or their voting rights if a poll is demanded) who on that date would have the right to vote on that resolution and present (in person or by way of proxy, if proxies are allowed) at the meeting (with the requisite notice requirements for such meeting being met).

Resolutions by written means: The requirement to pass ordinary resolutions by written means is a majority (i.e. more than 50% or a greater majority if so required by the company's constitution) of the total voting rights of all the members who on that date would have the right to vote on that resolution, while the requirement to pass special resolutions by written means is at least 75% (or a greater majority if so required by the company's constitution) of the total voting rights of all the members who on that date would have the right to vote on that resolution.

Any variation of the quorum requirements and which involves the amendment of the company's constitution would have to be approved by way of special resolution.

Companies are allowed to conduct their meetings, including general meetings, in a physical, hybrid, or fully virtual manner (unless specifically prohibited in their constitutional documents). Companies are further required to accept proxy instructions given by electronic means.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

It is possible for the company to be subject to certain governance or licensing regimes or requirements other than the Companies Act, depending on the matter it proposes to carry out and its business (not exhaustive).

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

The company must keep accounting records that will sufficiently explain the transactions and financial position of the company and enable such statements to be prepared from time to time and cause them to be conveniently and properly audited. Such records have to be retained for not less than five (5) years from the end of the financial year.

The financial statements (including profit and loss account, balance sheet and consolidated accounts) have to be approved at the AGM for the respective financial year.

The directors of the company have to appoint an accounting entity(s) to be auditor(s) of the company within three (3) months after incorporation of the company (subject to exceptions elaborated in Question 25). The auditor must be a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership registered with ACRA.

The company has to file an annual return with the Registrar after its AGM within seven (7) months after end of its financial year (and eight (8) months for companies that have a share capital and branch register outside Singapore). The annual return is an electronic form to be filed with ACRA containing important particulars of the company such as name of directors, secretary, members, and date to which the financial statements are made up to. All “live” companies, including inactive and dormant companies and companies which are exempted by IRAS from filing income tax returns, are required to file annual returns with ACRA.

With effect from FY2025, publicly listed issuers will be required to make mandatory climate-related disclosures at the same time as their financial statements, based on local reporting standards aligned with the International Sustainability Standards Board (ISSB) which will apply to large non-listed companies (defined as those with annual revenue of at least $1 billion and total assets of at least $500 million) from FY2027, subject to certain exemptions. Listed companies will need to provide an assessment of their carbon emissions, energy usage and other environmental metrics.

Is the entity permitted to determine its own financial year?

Yes, the company can furnish ACRA with the company's proposed financial year, which will be based on an accounting period of either 12 months or over 52 weeks. The first financial year of the company typically begins on the day of the company's incorporation until the end of the proposed financial year. The company’s financial year end will determine when its corporate filings and taxes are due each year. Private companies are required to hold their AGM within six (6) months after the financial year end and file their annual returns within seven (7) months after the financial year end.

Is the entity subject to any statutory (external) auditor obligations?

Under the Companies Act, a company incorporated in Singapore is required to appoint an auditor within three (3) months from the date of incorporation unless it is exempt from audit requirements. The Companies Act provides that the company is exempted from audit requirements for a financial year if it qualifies as a "small company" for such financial year. To qualify as a "small company", the company has to be a private company throughout the financial year and satisfies two (2) out of the following three (3) criteria for each of the immediately preceding two (2) consecutive financial years –

• revenue for each financial year does not exceed S$10,000,000;
• value of total assets at the end of each financial year does not exceed S$10,000,000; and
• it has at the end of each financial year not more than 50 employees.

A company is also exempted from having its accounts audited if it has been dormant (i.e. no accounting transaction has occurred) from the time of its formation or since the end of the previous financial year.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

Secretary (refer to Question 10): Ensure all statutory obligations are met and good corporate governance is practiced. Where the company only has a sole director, the sole director cannot be the secretary.

Auditor (refer to Questions 23 and 25): Report on the company's financial statements.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Shares and stock units (less commonly used).

Are different classes of ownership interests possible? If so, what are some examples of different classes?

Yes – typically, ordinary shares and preference shares. Ordinary and preference shares may sometimes be further split into different classes or series, with different rights prescribed to each class or series. Generally, compared to ordinary shares, preference shares may entitle holders to a priority in payment of capital and dividend.

Companies may also have treasury shares. When the ordinary shares or stocks are purchased or acquired by a company, they may hold or deal with them as treasury shares.

What documentation is required for the transfer of ownership interests?

Directors' resolution.

Share transfer form(s).

Stamp duty working sheets in relation to the payment of applicable stamp duty.

ACRA filing/notice of transfer.

Pre-emption waiver (if required by the constitution, shareholders agreement or other agreements).

Cancellation of old share certificate(s) and issuance of new share certificate(s).

Register transfer in register of members and register of transfers.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

Payment of stamp duty to be effected, after which, a stamp duty certificate will be issued.

Are there any applicable stamp duties imposed when transferring ownership interests?

Payment of stamp duty to be effected, after which, a stamp duty certificate will be issued.

How are shares issued? (including information on payment obligations, registration requirements)

Pre-emption waiver (if required under constitution, shareholders' agreement).

Directors' resolution.

Shareholders’ resolution under Section 161 of the Companies Act.

Subscription agreement/letter.

Filing the prescribed form (ie. Return of Allotment of Shares) with ACRA which will automatically update the electronic register of members.

Issuance of new share certificate(s).

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

Yes, in kind payments are acceptable, such as a share swap. When filing the prescribed form (ie. Return of Allotment of Shares) with ACRA, the filing agent will need to indicate whether the shares are allotted as fully or partly paid up in cash or otherwise than in cash in which case, the agent will also need to indicate whether (i) pursuant to a contract not reduced to writing; (b) pursuant to a provision in the constitution; or (c) in satisfaction of a dividend declared). The value of the in kind payments are usually based on an agreed valuation.

No, the concept of par value of shares has been abolished in Singapore since 2005.

Yes, shareholders have to pay for the unpaid shares when they are called. The constitution usually also provides that shareholders cannot vote and receive dividends on the unpaid portions, and that there will be a lien on the unpaid shares.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Any cancellation and repurchase of ownership interests must be effected in accordance with the Companies Act and these typically would be effected by way of a share buyback or capital reduction. A company may effect a share buyback if it is expressly permitted to do so by its constitution. The total number of ordinary shares and stocks, as well as non-redeemable preference shares in any class that may be repurchased by the company cannot exceed 20% of the total shares in the respective class in the relevant period, save for certain exceptions. There are however no limits on the number of redeemable preference shares that may be repurchased by the company.

A company may effect a capital reduction by way of special resolution after meeting the solvency requirements and other publicity requirements prescribed. However, the company need not meet solvency requirements if reduction does not involve reduction or distribution of cash or assets by the company or release of liability owed to the company.

Any requirements with respect to distributions to shareholders?

Dividends must be distributed from profits only.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

One-time name application and registration fee: S$315 (refer to Question 8).

Annual filing fee: S$60.

Lodgement of notice of error (when there are errors in filings): S$60.

Registration of particulars relating to charges: S$60.

Application for extension of time to file accounts or hold AGM: S$200.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

Generally, the corporate tax rate is 17% on its chargeable income, subject to corporate income tax rebate. The tax rate has no national versus local distinction.

Summary of any specific matters, e.g. recent or prospective major legal developments

No.