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Startup Incorporation

The harsh reality that faces startups is that 90% percent of them fail in the first five years. According to a recent study, intense market competition is closely followed by regulatory and legal difficulties as the fifth most common reason for startup failures. This emphasises how crucial it is to take exact first steps. For a startup to survive and thrive, navigating company incorporation and maintaining compliance become critical tasks rather than just decisions.

Starting a startup is a journey full of decisions and tasks, one of the most important ones being incorporating your business. This legal procedure helps you navigate the financial and legal spheres while defining the structure of your company. The process is not complete without choosing the best company secretarial service.

We will delve deeper into the advantages of company incorporation, the various available structures, the steps to incorporate your company, the crucial function of a corporate secretary, and much more in this comprehensive guide.

Benefits of Company Incorporation in Singapore 

A company that incorporates benefits in many ways. The main advantage is the legal protection that it provides. By separating your personal assets from those of your business through incorporation, you protect your personal assets from debt or legal issues. Furthermore, incorporation frequently increases your trustworthiness in the eyes of possible partners, investors, and clients. It makes capital investment easier and makes ownership transfers easier. Additionally, it offers an organised method for handling all business matters, including intellectual property (IP) management.

Types of Company Incorporation Structures

Businesses in Singapore have a variety of company incorporation structures to select from, each suited to their unique requirements. These are the main choices:

It’s critical to take into account various aspects when selecting a company incorporation structure in Singapore, including liability protection, management control, potential tax consequences, and the type of business. Entrepreneurs frequently consult experts to determine which structure best suits their unique needs and business objectives.

Steps in Incorporating a Company in Singapore 

The following crucial steps must be taken in a structured manner in order to establish your business successfully in Singapore’s business-friendly environment.

1. Selecting a Suitable Company Name

Select a name that is unique and not being used by anyone else. Steer clear of offensive or forbidden words. Register the name and receive the Accounting and Corporate Regulatory Authority’s (ACRA) approval. Indicate the planned business operations along with the applicable classification code.

1.1 Required Activities Specification

The applicant must list the business activities they intend to conduct using the pertinent Singapore Standard Industrial Classification Code when submitting the company name.

1.2 Name Approval and Incorporation

Following name approval, the applicant has 120 days from the date of name approval to begin the incorporation process. According to the Companies Act, the company name and registration number must also appear on all business correspondence.

It should be noted that registering a name does not give you exclusive rights to use it for intellectual property.

2. Designating Officers

Directors have to be legal individuals who are at least eighteen years old and in good standing. A minimum of one director needs to be a Singaporean citizen. Foreign corporations are not permitted to hold director positions, but they may appoint “nominee directors.”

Businesses can designate a “nominee director” if they want to establish themselves in Singapore but do not have any local partners. These professional directors oversee the company’s affairs and act on your advice when they are hired or subcontracted by a firm..

3. Choosing Stockholders and Allocating Equity

A minimum of one shareholder and one paid-up share capital of S$1 are required for every company. Shareholders in private limited companies may number up to 50. Shares may be issued in a variety of forms, at any time, and with transferability.

4. Designating a Company Secretary

After incorporation, a company secretary needs to be appointed within six months. They manage the required paperwork and make sure that all applicable laws are followed.

5. Choosing a Business Address

Make sure the registered address is a physical address in Singapore.

6. Getting Registration Papers Ready 

A company’s constitution and “Consent to act” forms are important documents. Give officers, beneficial owners, and shareholders their identifying information.

7. Obtaining a Licence for Business

Business licences or registrations are necessary for some industries. Make sure you possess the appropriate licences or registrations necessary for your sector.

8. GST Registration

If your anticipated revenue is more than S$1 million, you must register for the Goods and Services Tax (GST) with the Singapore Inland Revenue Authority in order to submit these taxes.

9. Fulfilling Compliance Conditions

Legal compliance, including the filing of yearly tax returns, GST returns, and compliance reports, is the responsibility of the directors.

Comprehensive Checklist of Legal Documents

The particular legal documents needed to incorporate a company can change based on the jurisdiction and kind of business structure you’re starting. On the other hand, the common documents required for company incorporation are generally included in the following list for startups:

The requirements and paperwork can differ greatly from nation to nation and occasionally even from region to region within a country, so it’s imperative that you speak with a local business attorney or a company formation service in your jurisdiction.

How to Start the Compliance Journey?

When incorporating a business, compliance is crucial. It guarantees that your business complies with legal requirements and regulatory standards. Noncompliance may result in fines, legal troubles, and reputational harm to your business.

Knowing which frameworks fit your startup’s specific needs is essential to getting started with compliance. Think about things like the scale of your startup, the nature of your data, the industry you’re in, your business model, and, most importantly, the needs of your clients.

To get started on your compliance journey, follow these steps:

  • Determine Relevant Compliance Type(s): Startups must take into account the particular rules that apply to their sectors. For example, PCI DSS compliance is required if your startup processes credit card payments and maintains customer data in the cloud. Your startup will need to comply with HIPAA if it works in the healthcare industry.

  • Understanding the Compliance Stage: The legalese surrounding compliance can be complicated, so you need to know what is appropriate for your stage of growth right now. As your startup grows, so will the security requirements for your infrastructure. As a result, customise your compliance initiatives to each stage’s particular requirements as a startup.

  • Talk to a Compliance Automation Company: Platforms for compliance automation, such as Sprinto, offer knowledge of numerous standards. They streamline your compliance procedure and enable you to easily traverse the regulatory environment.

Typical Errors to Steer Clear of

The process of incorporation has its own set of challenges. Choosing the incorrect structure, failing to draft a shareholders’ agreement, and improperly recording the issuance of stock are examples of common errors. Not obtaining an EIN, which is required for filing taxes and opening a business bank account, is another common mistake.

Tools and Resources

A plethora of resources are at your disposal to assist in incorporating your business. In addition to websites like LegalZoom and RocketLawyer offering one-size-fits-all tools for a subscription fee, law firms frequently offer advice and services. Some services are tailored especially for tech startups, such as Clerky and Stripe-Atlas.

Ideal Corporate Secretary

A company secretary is an essential member of the leadership team at your startup. They communicate with shareholders, take care of administrative duties, and advise directors. Think about a corporate secretary’s speed and efficiency, experience working with startups, and any hidden fees before choosing one. You need a secretary who can keep up with the quick growth and who is aware of the particular difficulties faced by a startup.

The duties of the corporate secretary are extensive and include:

  • Record Keeping: They file crucial documents with the appropriate authorities and maintain current company registrations.

  • Advising: On matters of compliance and law, the secretary counsels directors.

  • Fiduciary Duties: They keep shareholders informed and make sure their interests are served.

Next Steps

In conclusion, an important step in your startup journey is incorporation. It calls for thorough thought and preparation. On the other hand, you can easily navigate the process if you have the necessary knowledge and tools.

As a startup founder, you should be more concerned with expanding your company than getting bogged down in legalese and paperwork. Growwth Partners is aware of the difficulties involved in incorporating a business and maintaining compliance in Singapore. With our completely paperless services, you can launch your business from anywhere in the globe with ease and without worry.

We manage the complexities of compliance with our committed corporate secretary services, making sure you adhere to Singaporean laws. Avoid letting non-compliance cause penalties or interfere with your business’s operations. Let us handle the specifics so you can focus.


The material / information contained above or other parts of this website is for general information purposes only and should not be relied upon for tax, legal or accounting advice. You should consult an expert in the relevant field before engaging in any transaction since applicability of the above may be different on the facts and circumstances of your situation. While we have made every attempt to ensure that the information contained on this website has been obtained from reliable sources, we are not responsible for any errors, omission or the results obtained by using the above information. We are not responsible for updating the above for changes in law, practices, or interpretation.

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