Private limited:
just like a working company

01

Singapore must have a clear role

Regional headquarters, trading, services, holding, IP, investment management or fintech create different requirements for people, licenses, tax residence, GST, transfer pricing and the bank. Before incorporation, markets, contracts, people, capital, payment corridors and decision map are recorded.

02

Private company limited by shares

Typical Pte. Ltd. - a separate legal entity with limited liability of participants. Exempt private company is limited to twenty individual participants and does not allow corporate shareholders; regular private company - up to fifty participants. The branch retains responsibility for the foreign head office.

Shareholder

From one; for an ordinary private company a legal entity is possible

Share capital

Indicated during registration; there is no general high statutory minimum

Director

At least one locally resident director

Secretary

Prescribed for 6 months

Registered office

Physical address in Singapore

Constitution

Own or applicable Model Constitution

03

Foreign ownership is acceptable, local governance is required

A foreign participant can own 100% of the company unless industry regulations impose a limit. To register, you need at least one director who meets local residency rules. Sole director cannot simultaneously be company secretary. A foreign founder without local digital access is usually assisted by a registered corporate service provider.

04

Submit via Bizfile

1. 01
   Name application

   Checking the name, restricted words and trademarks.

2. 02
   Structure

   Activity codes, FYE, office, capital and constitution.

3. 03
   People and ownership

   Shareholders, directors, nominators and controllers.

4. 04
   Endorsement and payment

   Consent of position holders and official fees.

5. 05
   UEN and setup

   Registers, tax, licenses, Corppass and bank onboarding.

05

Corporate file and business file are collected simultaneously

06

Beneficial ownership and nominee registers are not a formality

Unless there is an exception, the company maintains a private Register of Registrable Controllers and submits information to the Central RORC. From June 16, 2025, new companies provide controller and nominee information upon registration; subsequent changes to private register and central filing have short deadlines.

RORC

Registrable controllers: significant interest or control

ROND / RONS

Nominee directors and nominee shareholders, if applicable

At incorporation

New companies submit relevant information via Bizfile

Private update

Usually within 7 days after confirmed change

Central update

After private update - usually within 2 business days

07

UEN does not replace the sector license

Financial services, payment services, fund management, trust business, employment, telecom, education, food, travel, import/export controlled goods and other activities require perimeter review. GoBusiness license search and the relevant regulator are checked before the launch of advertising and contracts.

08

First 180 days

1. 01

   Appoint a company secretary no later than 6 months.

2. 02

   Appoint an auditor within 3 months if the audit exemption does not apply.

3. 03

   Set up registers, Corppass, accounting and tax calendar.

4. 04

   Complete employment, IP, related-party and customer contracts.

5. 05

   Submit annual return; for non-listed company usually within 7 months after FYE.

09

The bank file is designed before registration

The bank compares proposed activity with ACRA profile, UBO, director experience, local nexus, contracts, countries, source of wealth/funds and forecast. Resident director by itself does not guarantee account opening; company, tax and payments should tell one story.

10

Decision Matrix

Regional HQ

Decision makers, staff, premises and intercompany policy

Trading

Title, Incoterms, customs, GST and logistics

Services

Deliverables, people, IP and place of performance

Holding

Tax residence, foreign income and distributions

Fintech / funds

MAS perimeter before incorporation

Banking

Provider shortlist and KYC pack before submitting to ACRA