This entity is a very popular in Singapore with its own pros and cons.
A company that is established locally in Singapore is a private Co. limited company. The term “Pte Ltd.” or “Private Limited” is added as suffix in the name of the company.
Foreign entrepreneurs can establish a private limited company, but with a Singapore Citizen or Singapore Permanent Resident as a local director. For a business with significant growth plans and takes business risks invariably and comes out with growth, this kind of entity is best suited to set up a business.
worth of paid-up capital (also known as share capital) to register your Singapore Company. This capital amount can be increased at any time after once the company is incorporated.Click here to learn with FAQ on Types of Shares & Shareholding in Singapore Pte Ltd Companies.
In addition to the above guidelines, some additional information are to be considered:
In order to incorporate your company in Singapore, we require you to furnish the following documents:
When you choose any professional service firm like us, they will typically require these documents from you in order to prepare the necessary documentations:
Any non-English documents are required to be translated into English with official endorsements.
Click here to learn more about Advantages or Pros of all types of Entities in Singapore.
Click here to learn more about Disadvantages or Cons of all types of Entities in Singapore.
We can arrange for you to open bank accounts with major banks in Singapore once the company is successfully incorporated.
The physical presence of the company officers are mandatory as part of the account opening procedure by most of Singapore banks. When you are unable to meet this requirement then you are to choose a bank which does not make the physical presence as mandatory.
These are some basic compliance for Singapore Companies:
Every company in Singapore must appoint / hire a Singapore resident as company secretary who must have knowledge as well as experience to discharge his or her functions as the secretary of company.
In Singapore, every Pte Ltd must appoint a company secretary within 6 months of incorporation, in line with requirements set by the Accounting and Corporate Regulatory Authority (ACRA).
But this role goes far beyond just meeting a requirement.
A company secretary is responsible for:
In short, this role keeps your company legally compliant and properly structured behind the scenes.
Financial Year End (FYE)Every company in Singapore must always fix the financial activities at the end of the year (FYE). If a company is in form of a subsidiary, its FYE must also coincide with year-end financial statements of its holding company.
When you incorporate a Pte Ltd company in Singapore, one of the first decisions you’ll make is your Financial Year End (FYE). It might seem like a small administrative detail, but it directly affects your bookkeeping, accounting, financial statements, tax filing with IRAS, and compliance with ACRA.
Get it right from the start, and your compliance becomes smoother. Get it wrong, and you’ll spend unnecessary time fixing timelines, chasing deadlines, and dealing with avoidable complications.
Your Financial Year End in Singapore is the date your company closes its accounts for the year. For example, if your FYE is 31 December, your financial year runs from 1 January to 31 December.
It determines when you prepare:
Many businesses simply choose 31 December without much thought. While that works for some, it’s not always the best option.
Choosing the right FYE for your Singapore company helps you:
For example, if your business is seasonal, setting your FYE after your peak period makes reporting more meaningful and manageable.
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Registered AddressEvery company in Singapore needs to have an office registered in Singapore that must be open at the same time accessible to the public during the normal office hours.
What Is a Virtual Registered Address in Singapore?
If you’re planning to start a business in Singapore, one thing you’ll definitely need is a registered business address in Singapore. But that doesn’t mean you must rent an office right away. Many businesses today use a virtual registered address in Singapore to stay compliant while keeping costs low.
A virtual registered address Singapore is a legitimate business address you can use for company registration without physically operating there. It’s usually provided by a corporate service provider and used for receiving official correspondence.
Is a Virtual Registered Address Legal in Singapore?
In Singapore, every company must have a registered office address in Singapore where government letters and notices can be delivered. The address must be a real physical location, accessible during normal business hours, and able to receive mail. As long as these conditions are met, using a virtual office address in Singapore is completely legal.
Learn more with FAQ on Virtual vs Home Registered Address for Small-Scale Pte Ltd Companies
Local Resident DirectorUnder Singapore law, every Pte Ltd must appoint at least one director who is ordinarily resident in Singapore, as required by the Accounting and Corporate Regulatory Authority (ACRA).
This local director can be:
The key point is simple: your company must have someone locally accountable.
This isn’t just red tape. Singapore enforces this rule for practical and legal reasons.
A local director ensures there is someone within Singapore who can be held accountable for the company’s actions and compliance.
Authorities need a reliable point of contact within the country for notices, audits, or enforcement matters.
Having a local director signals legitimacy. It shows that your company has a real presence in Singapore—not just a paper setup.
A director of a company has to comply with a number of statutory obligations under the Companies Act in Singapore.
Some of these key obligations or duties include:
Register of Registrable ControllersWith effect from 31 March 2017, companies, foreign companies and LLPs (unless exempted) are required to maintain beneficial ownership information in the form of a register of registrable controllers, and to make the information available to public agencies upon request.
In line with international practices, ACRA has implemented a new requirement for all companies, foreign companies and Limited Liability Partnerships (LLP), unless exempted, to lodge information on their Registers of Registrable Controllers (RORC) with ACRA via BizFile+ from 30-July 2020 onward.
Companies, foreign companies and LLPs registered on or after 16 June 2025 are to set up their private RORC and file the same information with ACRA on the date of their incorporation or registration.
If there is any update to the controllers’ particulars, companies, foreign companies and LLPs must lodge the change with ACRA within 2 business days after updating the information in their private RORC.
This is in addition to the existing requirements for companies and LLPs to maintain a RORC at the registered office address.
Penalties for not lodging information with ACRA
While there are no late filing fees, failure to lodge RORC information with ACRA may lead to prosecution for the offence and the offender can face a fine of up to $25,000 upon conviction.
Click here for detailed FAQ on RORC.
With effect from 31 March 2017, Companies are required to keep a register of its nominee directors containing the particulars of the nominators of the company’s nominee directors and produce the register of nominee directors and any related document to the Registrar, an officer of the ACRA or a public agency, upon request.
Companies in Singapore are required to maintain a Register of Nominee Shareholders (RONS) starting from 05 October 2020. The company must identify nominee shareholders, record both the nominee and nominator (beneficial owner) details, keep the information up to date, and provide it to ACRA upon request.
Filing Requirements of Nominee Directors (ROND) and Nominee Shareholders (RONS) (W.e.f: 16-June-2025)With effect from 16 June 2025, while companies and foreign companies will continue maintaining their private Registers, they must also submit the information to ACRA’s Central Registers of Nominee Directors and Nominee Shareholders (deadline: 31 December 2025). Following the initial submission, any updates to private Registers held with the companies must be filed with ACRA within 2 business days.
In addition, companies incorporated and foreign companies registered on or after 16 June 2025 with directors and/or shareholders who are nominees on the date of incorporation/registration are required to file information on such nominees and nominators with ACRA at the time of incorporation/registration. To meet this requirement, you will need to lodge the information while applying for incorporation or registration using the “Register new business entity” eService.
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.
Some companies are exempted from maintaining Registers of Nominee Directors (ROND) and Nominee Shareholders (RONS).
Penalties for not lodging information with ACRA
Failure to lodge information with ACRA may lead to prosecution, and the offender can face a fine of up to $25,000 upon conviction.
All companies must maintain with ACRA an electronic Register of Members (EROM), which is a listing of all shareholders. This information is updated whenever a company files a registration of share ownership or changes in share ownership. All companies’ Electronic Registers of Members are available for purchase by members of the public from ACRA.
Similarly, companies must maintain electronic registers of directors, secretaries, auditors and CEOs with ACRA. Companies are required to update ACRA within 14 days after changes in appointments.
, and core services including company incorporation, employment agency services, immigration services, nominee director & shareholder services, accounting & tax services, and corporate secretarial services.](https://achibiz.com/wp-content/uploads/2026/04/ACHI-SA-Image-0091-Keep-Your-Company-Information-Up-To-Date.webp)
Changes in Company Information / ParticularsCompanies are required to update ACRA within 14 days of any changes to the company’s name, address and business activity.
Running a Pte Ltd company in Singapore comes with ongoing responsibilities—and one of the most overlooked is keeping your company information and personal particulars of officers up to date.
This includes changes to directors, shareholders, company secretary, registered address, shareholding structure, and personal details such as residential address, passport number, or contact information.
It may sound administrative, but in reality, it’s a core compliance requirement under ACRA. Ignoring it can create serious issues down the line.
Under Singapore law, companies must update ACRA whenever there are changes to:
Even small changes—like updating a residential address—must be properly recorded.
Under section 205 of the Companies Act, the directors of a company are required to appoint at least one accounting entity to be the company’s auditor within 3 months of the company’s incorporation. In Singapore, only public accountants or accounting firms approved by the Accounting and Corporate Regulatory Authority (ACRA) can act as company auditors.
Auditors will hold office from the time of their appointment until the conclusion of the company’s next annual general meeting (AGM). Therefore when a newly-incorporated company first appoints an auditor, this auditor will hold office until the conclusion of the company’s first AGM.
Then during the first AGM, the company will have to appoint a new accounting entity (or reappoint the same accounting entity) to act as the company’s auditor until the conclusion of the next AGM. This auditor will then hold office until the conclusion of the company’s subsequent AGM, and so on and so forth.
If the directors fail to appoint a company auditor, any company member may apply to the Registrar to have it appoint an auditor for the company instead.
Companies that are regarded as a “small company” for a particular financial year, or are dormant, are exempt from audit requirements. These companies therefore do not need to appoint auditors (or have their financial statements audited) for that financial year.
In general, a company will be considered a “small company” if it is a private co. company throughout the current financial year, and satisfies any 2 of the following criteria for each of the 2 financial years immediately before the current financial year:
Refer to the Thirteenth Schedule of the CA for the criteria that companies incorporated for less than 3 years, or incorporated before 1 July 2015, have to meet in order to be considered a “small company”.
A company will also be exempt from audit requirements if:
A company is dormant during a period in which no accounting transaction occurs. Dormant companies will cease to be considered dormant once such an accounting transaction occurs.
The following are not to be considered as accounting transactions (refer to section 205B(3) of the CA for the full list):
Even if a company is exempt from audit requirements, the Registrar may still require the company to lodge its audited financial statements and an auditor’s report if the Registrar is satisfied that the company has breached laws relating to the:
This is known as the VAT or Value Added Tax in some other countries, and this means that GST is another consumption tax, which is levied on supply of goods as well as services as well as the import of these goods into Singapore.
GST is another indirect tax and often expressed in terms of percentage (current rate at 9%) and it is applied to selling price of goods as well as services provided. You will remit the net amount after setting off with allowed input taxes on your purchase, etc to the tax authorities. GST is neither income nor expense as you will be collection agent on behalf of Government from the consumers.
This means that you need to register your company if you want to have humble time enjoying the types of services that you offer to your customers.
This means that you need to register your company if you want to have humble time enjoying the types of services that you offer to your customers.
The GST registration is needed only whenever a company falls in the following category:
The corporate tax rate is at 17% currently. Tax will only be imposed at the corporate level and Singapore dividends in the hands of the company’s shareholders are tax exempt.
The Net Profit up to SGD100,000/- each year for the first three consecutive years are 100% exempted and a further 50% exemption on the next SGD200,000 of normal chargeable income which translates into a huge savings of SGD51,000/- in the first 3 years while establishing the businesses in Singapore till the Year of Assessment 2019 i.e., till the date 31-December-2018.
From the Year of Assessment 2020: Exemption at 75% on the first SGD100,000 of normal chargeable income; and a further 50% exemption on the next SGD100,000 of normal chargeable income for the first three years from the date of incorporation.
After completion of first three years, from the fourth year onward, the company is entitled with partial tax exemption.
Learn more with FAQ on Corporate Structuring, Tax Avoidance & Section 33
Learn more with FAQ on Tax Planning vs Tax Avoidance vs Tax Evasion
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1) Tax Exemption Scheme for New Start-Up Companies:
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Under the scheme, qualifying new companies are given the following tax exemption for the first three consecutive YAs (Year of Assessment) where the YA falls in
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Year of Assessment (YA)
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Exemption on normal chargeable income
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YA 2020 onwards
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75% exemption on the first $100,000
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YA 2010 to 2019
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Full exemption on the first $100,000
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A further 50% exemption on the next $200,000
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2) Partial Tax Exemption for all companies:
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All companies including companies limited by guarantee can enjoy the following tax exemption:
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Year of Assessment (YA)
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Exemption on normal chargeable income
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YA 2020 onwards
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75% exemption on the first $10,000
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A further 50% exemption on the next $190,000
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YA 2010 to 2019
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75% tax exemption on the first $10,000
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A further 50% exemption on the next $290,000
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Intended activities of the company may or even may not need a business licence. Whenever your company needs a licence, the managers must apply to obtain all necessary approval prior to commencing offering products or services through their business activities.
You can commence your business operations only after obtaining one or more business licences which depends on the nature of your businesses. Employment agency, educational institutions, restaurants, travel agencies, financial services, import-export related trades, etc. are falling under this category as some examples to be applied with specific licences.
Examples of setting up & general functioning of a Private co. Limited Company for some businesses in Singapore (click on the below type of Business or image):
Process Chart
Type of Business
Examples of setting up Businesses & general functioning of a Pte Ltd Company in 5 major Sectors / Industries in Singapore (click on the below type of Sector for specific requirements or image for general functions):
Process Chart
Every company must always keep accounting as well as other records essential to explain their transactions as well as their financial position and to allow for a profit and loss account before preparing a balance sheet. These accounting records need to be kept for five years after completion of the essential operations or transactions. Each director has a right to inspect these accounting records at any time.
Director’s DisclosureAny Director shall disclose the following to the company:
If you are a director of a private limited company (Pte Ltd) in Singapore, your responsibilities go far beyond managing day-to-day operations. One key duty that is often overlooked is director’s disclosure.
It may sound technical, but in reality, it plays a critical role in maintaining transparency, preventing conflicts of interest, and protecting both the company and its stakeholders.
Let’s break it down in a clear and practical way.
What Is Director’s Disclosure?
Director’s disclosure refers to the obligation of a director to declare any personal interests that may conflict—or potentially conflict—with the interests of the company.
In simple terms, if a director has any personal stake in a matter involving the company, it must be disclosed.
This ensures that decisions are made fairly and in the best interest of the company.
Notification of ChangesEvery time change occurs in particulars of company or even to its officers and shareholders, changes must also be lodged with the Registrar of Companies and on failure, this will always incur penalties.
Running a Pte Ltd company in Singapore comes with ongoing responsibilities—and one of the most overlooked is keeping your company information and personal particulars of officers up to date.
This includes changes to directors, shareholders, company secretary, registered address, shareholding structure, and personal details such as residential address, passport number, or contact information.
It may sound administrative, but in reality, it’s a core compliance requirement under ACRA. Ignoring it can create serious issues down the line.
Under Singapore law, companies must update ACRA whenever there are changes to:
Even small changes—like updating a residential address—must be properly recorded.
Unique Entity Number (UEN) (Company Registration Number) DisclosureIf you run a private limited company (Pte Ltd) or any business in Singapore, your Unique Entity Number (UEN) is more than just an identifier—it’s a key part of your business identity.
Also commonly referred to as the registration number or incorporation number of the business, the UEN is used across all official and regulatory matters in Singapore.
Yet, many businesses overlook the importance of UEN disclosure requirements. Failing to display it correctly can lead to compliance issues and even penalties.
Let’s break it down in a clear and practical way.
In Singapore, every registered business entity is issued a Unique Entity Number (UEN) by the regulatory authority.
The UEN is also known as the company’s registration number or incorporation number, and it:
In simple terms, your UEN is your company’s identity in Singapore’s business ecosystem.
Under the Singapore Companies Act, companies must display their:
👉 Registered company name
👉 Unique Entity Number (UEN)
on all official business documents and communications.
This requirement applies to:
In short, any formal document issued by your company should clearly include your UEN and company name.
An Annual General Meeting (AGM) is a mandatory meeting where a company presents its financial statements to shareholders (members) and discusses key matters of the business.
It gives members the opportunity to:
In simple terms, it keeps everyone informed and aligned.
For private limited companies (Pte Ltd) in Singapore:
This ensures timely communication of the company’s financial position.
If you are a listed company, you must hold an AGM within four months after your company’s financial year end and file the annual return within five months after your company’s financial year end.
If you are not a listed company, you must hold an AGM within six months after your company’s financial year end and file the annual return within seven months after your company’s financial year end.
You must hold the first AGM within 18 months of the date of incorporation.
The financial statements you present at an AGM must be made up to a date not more than four months before the AGM, if you are a listed company. For non-listed companies, it must be made up to a date not more than six months before the AGM.
Exemptions from Holding an AGMWith effect from 31 August 2018, private co. companies can be exempted from holding AGMs if they send their financial statements to their members within five months after the financial year end.
The exemption to hold an AGM is subject to the following safeguards:
Private co. dormant relevant companies*, which are exempt from preparing financial statements, do not need to hold AGMs, subject to the above safeguards.
*A private dormant relevant company is a private co. company which is dormant, not listed (or not a subsidiary of a listed company); and has total assets less than or equal to $500,000 (consolidated value if it is an ultimate parent).
A private co. company need not hold AGMs if all the members pass a resolution to dispense with the holding of annual general meetings. Companies may pass written resolutions for matters that would have been tabled at an AGM. The written resolutions may be circulated via hardcopies or other legible form (such as e-mails) as agreed upon by the company and the members.
You can apply for an Extension of Time (EOT) of up to 60 days, if you need to delay holding the AGM or filing the annual return.
An EOT application can be made by a company officer (e.g. company secretary or director), or by a professional firm on behalf of your company.
Click here to learn more about AGM (Annual General Meeting)
Click here to learn about AGM Exemption for Singapore Pte. Ltd. Companies
Annual Return (AR) Filing RequirementsEvery company in Singapore must file its Annual Return in its appropriate due date with the Company Registrar otherwise this will incur penalties.
An Annual Return (AR) is a mandatory filing submitted to ACRA (Accounting and Corporate Regulatory Authority).
It provides an updated snapshot of your company, including:
Think of it as your company’s official yearly update to the regulator.
Yes—every company in Singapore must file its Annual Return with ACRA.
👉 This applies regardless of the company’s status.
Whether your company is:
👉 Annual Return filing is still a must, every single year.
Even if your company has:
You are still legally required to file your AR on time.
This is one of the most important points many business owners misunderstand—dormant does not mean exempt from filing.
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Timeline for filing of Annual Returns (AR)
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For Companies with FYE ending before 31 Aug 2018
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For Companies with FYE ending on or after 31 Aug 2018
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For companies having a share capital and keeping a branch register outside Singapore:
File annual returns within 60 days after AGM |
For companies having a share capital and keeping a branch register outside Singapore:
File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE |
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For other companies
File annual returns within 30 days after AGM |
For other companies:
File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE |
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Annual return can be filed only:
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To prevent companies from arbitrarily changing their FYE, the following safeguards are put in place by ACRA:
* if the change in FYE will result in a financial year longer than 18 months; or * if the FYE was changed within the last 5 years; and
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A company’s financial periods starting on or after 31 Aug 2018 by default will be taken to be a period of 12 months for each financial period.
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Important information for companies with unusual financial year period:
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Important information for newly Incorporated companies that have yet to file Annual Returns:
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Click here to learn with FAQ on Winding Up a Local Company in Singapore
Click here to learn about Key Differences: Strike-Off vs Winding Up of a Singapore Pte. Ltd. Company
