Singapore companies and their requirements
Singapore's private limited company is one of the world's most accessible corporate structures — 100% foreign-owned, incorporated in under a day, with paid-up capital of just SGD 1. But the compliance obligations that follow incorporation are substantive, continuous, and carry real penalties. This page sets out what every Singapore company is required to maintain — and what changed in 2025.
Singapore's primary corporate structure at a glance
A Singapore Private Limited Company (Pte Ltd) is a separate legal entity incorporated under the Companies Act 1967 and regulated by ACRA. It is the most common structure for both local and foreign-owned businesses operating in or through Singapore.
No maximum authorised capital. Capital can be increased at any time after incorporation.
Individual or corporate. Local or foreign. 100% foreign ownership is permitted — no local shareholder required.
At least one must be ordinarily resident in Singapore. No maximum. Must be a natural person aged 18 or above.
Most straightforward applications approved within one working day via ACRA's BizFile+ system.
Flat headline rate. Significant exemptions apply for new and small companies.
One-time ACRA registration fee. Includes SGD 15 name reservation and SGD 300 incorporation fee.
What every Singapore company must have at formation
Before ACRA will approve a company registration, each of the following statutory requirements must be satisfied. The application is filed online through BizFile+. Most foreign entrepreneurs engage a licensed Corporate Service Provider to manage the process.
Approved company name
The name must be unique — not identical or deceptively similar to any existing Singapore company or registered trademark. It must end with "Private Limited" or "Pte Ltd." Restricted words (such as "bank," "finance," "insurance," or "university") require approval from the relevant authority. The name reservation fee is SGD 15, valid for 120 days. The application is submitted through ACRA's BizFile+ portal.
At least one ordinarily resident director
Every Singapore company must have at least one director who is ordinarily resident in Singapore — a Singapore Citizen, Permanent Resident, or the holder of a valid Employment Pass, EntrePass, or Dependent Pass with a local residential address. Directors must be natural persons aged 18 or above, and must not be undischarged bankrupts or disqualified. Changes to directorship must be filed with ACRA within 14 days.
At least one shareholder (maximum 50)
A minimum of one shareholder is required. Shareholders can be individuals or corporate entities based anywhere in the world. 100% foreign ownership is permitted — there is no requirement for a local shareholder. The maximum number of shareholders for a private limited company is 50. Shareholders vote on major decisions: appointing directors, amending the constitution, approving significant transactions, and declaring dividends.
A company constitution
Every Singapore company must adopt a constitution governing its internal rules, shareholder rights, director powers, and decision-making procedures. Most companies adopt ACRA's model constitution. Companies with multiple investors, special share classes, or governance arrangements should consider a customised constitution drafted with professional advice.
A registered office address in Singapore
Every Singapore company must maintain a physical registered office address in Singapore — P.O. boxes are not accepted. The address must be accessible to the public for at least three hours during ordinary business hours on each business day. All official correspondence from ACRA, IRAS, and other government bodies is sent to this address. Changes of address must be filed with ACRA within 14 days.
A qualified company secretary (within 6 months)
A company secretary must be appointed within six months of incorporation — a natural person ordinarily resident in Singapore. The position cannot be left vacant for more than six months. The sole director of a company cannot also serve as company secretary. The company secretary is responsible for ACRA filings, statutory register maintenance, board resolution preparation, and ensuring directors meet their compliance obligations.
Paid-up capital of at least SGD 1
The minimum issued paid-up capital is SGD 1. There is no maximum authorised share capital requirement. Capital can be increased at any time. Shares can be denominated in multiple currencies. At incorporation, at least one share must be allotted to at least one shareholder. Share certificates should be issued to all shareholders and maintained in the register of members.
What every Singapore company must do each year
Incorporation is the beginning of a continuous compliance cycle. Every Singapore private limited company carries annual obligations to both ACRA and IRAS. Failure to meet these on time results in financial penalties and, in persistent cases, court prosecution and director disqualification.
Annual General Meeting (AGM)
Most private limited companies must hold an AGM within six months of their financial year end. At the AGM, financial statements are tabled, dividends are declared, directors are re-elected, and auditors are appointed. Private companies with fewer than 20 shareholders may be exempt from a physical AGM if all shareholders pass written resolutions in lieu. Listed companies must hold their AGM within four months of FYE.
Annual Return filed with ACRA
The Annual Return is a mandatory filing confirming the company's key particulars — directors, shareholders, registered address, financial year end, and share capital. Filed via BizFile+. Financial statements must be attached (in XBRL format for companies with revenue exceeding SGD 500,000) unless the company qualifies for a small company exemption. Public companies must file within five months of FYE.
Corporate Income Tax Return filed with IRAS
All Singapore companies must file a corporate income tax return (Form C-S or Form C) with IRAS annually. Form C-S is available for companies with annual revenue not exceeding SGD 5 million. An Estimated Chargeable Income (ECI) must also be submitted within three months of the company's financial year end.
Estimated Chargeable Income (ECI) submitted to IRAS
An estimate of the company's taxable income must be filed within three months of the financial year end. Companies with annual revenue not exceeding SGD 5 million and whose ECI is NIL are exempt. Failure to file results in a Notice of Assessment from IRAS based on estimated — potentially inflated — income.
Notification of changes to ACRA
All material changes must be filed with ACRA within 14 days — including changes to directors, company secretary, shareholders, registered office address, principal activities, and share capital. Changes not filed on time result in statutory offences for the company and its officers.
Maintenance of statutory registers
Every Singapore company must maintain at its registered office a register of directors, register of members, register of charges, Register of Registrable Controllers (RORC), and — where applicable — a Register of Nominee Directors (ROND) and Register of Nominee Shareholders (RONS). All registers must be kept current and filed with ACRA within two business days of any change. Penalties: up to SGD 25,000 per breach.
GST registration with IRAS
GST registration is mandatory when a company's taxable annual turnover exceeds SGD 1 million. Registered companies must charge GST at 9%, file quarterly returns with IRAS, and remit collected tax. Voluntary registration is available for companies below the threshold.
Singapore corporate taxation — rates and exemptions
Singapore's corporate tax regime is one of the most competitive globally. The headline rate of 17% is the starting point, but the effective rate for most small and medium companies is significantly lower due to targeted exemptions.
Flat rate on chargeable income. Singapore taxes companies on income accrued in or derived from Singapore, and on certain foreign-sourced income remitted to Singapore.
For qualifying new companies in the first three Years of Assessment: 75% exemption on the first SGD 100,000 of chargeable income, and 50% exemption on the next SGD 100,000.
75% exemption on the first SGD 10,000 of chargeable income and 50% exemption on the next SGD 190,000. Effective rate on income up to SGD 200,000 is approximately 8.3%.
Singapore maintains approximately 100 bilateral DTAs. The Singapore–Australia DTA 1969 is particularly relevant for Australian-resident beneficial owners of Singapore companies.
Singapore taxes on a territorial basis. Foreign-sourced income — dividends, branch profits, and service income from outside Singapore — is generally exempt from Singapore tax if it has been subject to tax in the foreign jurisdiction at a rate of at least 15%.
For Australian tax residents who own Singapore companies, the Singapore tax position is only one part of the picture. Under the Bywater precedent and the central management and control test, a Singapore company directed by an Australian-resident may also be treated as an Australian tax resident — potentially subject to Australian corporate tax at 30% on its worldwide income, regardless of how it is structured for Singapore tax purposes.
What changed in Singapore corporate law from 2025
The Singapore corporate regulatory environment underwent some of its most significant changes in recent years during 2025 and early 2026. Every company owner and director needs to understand these changes and ensure their company is compliant.
Corporate Services Providers Act 2024 — effective 9 June 2025. All businesses providing corporate services — including nominee director services — must be registered as Corporate Service Providers (CSPs) with ACRA. Unregistered provision carries a fine of up to SGD 50,000 and up to two years' imprisonment. All nominee director appointments by way of business must be arranged through a registered CSP, which must conduct a fit and proper assessment before appointment.
Register of Nominee Directors (ROND) — mandatory filing from 16 June 2025. All Singapore companies must maintain a Register of Nominee Directors and file it with ACRA's central register via BizFile+. New companies must file at incorporation. Existing companies were required to comply by 31 December 2025. Filing must be updated within two business days of any change. Penalties for non-compliance: SGD 25,000 per breach — increased from the previous SGD 5,000.
BizFile+ public disclosure of nominee director status — from 31 December 2025. Nominee director status is now publicly visible on a company's BizFile+ business profile. The nominator's identity is accessible to public agencies and law enforcement, and is reported to overseas tax authorities including the ATO via the Common Reporting Standard annually.
Register of Registrable Controllers (RORC) — immediate maintenance from 16 June 2025. The previous 30-day grace period for newly incorporated companies to establish their RORC has been removed. Companies must now maintain the RORC immediately upon incorporation. All entities must also conduct an annual verification with their registrable controller