Incorporation Of Company Singapore

LAWS OF INCORPORATION OF COMPANY IN SINGAPORE

The law relating to incorporation of companies in Singapore is governed by Chapter 50 of Companies Act of the Singapore Legislation. "As per the Act of the Country any person may by subscribing his name to a memorandum and complying with the requirements as to registration, form an incorporated company." A company may be-
  1. a company limited by shares;
  2. a company limited by guarantee; or
  3. an unlimited company.
PRIVATE COMPANY

A company having a share capital may be incorporated as a private company if its memorandum or articles-
  1. restricts the right to transfer its shares; and
  2. limits to not more than 50 the number of its members (counting joint holders of shares as one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company).
REGISTRATION AND INCORPORATION

Names Of Companies

A company shall not be registered by a name that in the opinion of the Registrar
  1. is undesirable;
  2. is identical to that of any other company, limited liability partnership or corporation, or to a business name; or
  3. is a name of a kind that the Minister has directed the Registrar not to accept for registration.
If the Registrar is satisfied as to the bona fides of the application and that the proposed name is a name by which the intended company, company or foreign company could be registered, he shall reserve the proposed name for a period of two months from the date of the lodging of the application.

If, at any time during a period for which a name is reserved, application is made to the Registrar for an extension of that period and the Registrar is satisfied as to the bona fides of the application, he may extend that period for a further period of two months.

The reservation of a name under this section in respect of an intended company, company or foreign company does not in itself entitle the intended company, company or foreign company to be registered by that name, either originally or on change of name.

A person desiring to incorporate a company needs to
  1. submit to the Registrar the memorandum and articles of the proposed company and such other documents as may be prescribed;
  2. furnish the Registrar with such information as may be prescribed; and
  3. pay the Registrar the prescribed fee.
  4. shall make a declaration to the Registrar that-
  1. all of the requirements of this Act relating to the formation of the company have been complied with; and
  2. he has verified the identities of the subscribers to the memorandum, and of the persons named in the memorandum or articles as officers of the proposed company,
  3. and the Registrar may accept such declaration as sufficient evidence of those matters.
Members Of Company

The subscribers to the memorandum shall be deemed to have agreed to become members of the company and on the incorporation of the company shall be entered as members in its register of members, and every other person who agrees to become a member of a company and whose name is entered in its register of members shall be a member of the company.

Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation under his hand and seal.

Requirements of Memorandum

The memorandum of the company shall be dated and shall state, in addition to other requirements-
  1. the name of the company;
  2. unless the company is an unlimited company, the amount of share capital, if any, with which the company proposes to be registered and the division thereof into shares of a fixed amount;
  3. if the company is a company limited by shares, that the liability of the members is limited;
  4. if the company is a company limited by guarantee, that the liability of the members is limited and that each member undertakes to contribute to the assets of the company,
  5. if the company is an unlimited company, that the liability of the members is unlimited;
  6. the full names, addresses and occupations of the subscribers thereto; and
  7. that such subscribers are desirous of being formed into a company in pursuance of the memorandum and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.
Where a statement in the memorandum of a company limited by shares that the liability of members is limited shall mean that the liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.

Articles of Association

There may in the case of a company limited by shares and there shall in the case of a company limited by guarantee or an unlimited company be registered with the memorandum, articles signed by the subscribers to the memorandum prescribing regulations for the company.

Articles shall comply with such requirements as may be prescribed. In the case of an unlimited company the articles, if the company has a share capital, shall state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount.

In the case of an unlimited company or a company limited by guarantee the articles shall state the number of members with which the company proposes to be registered.

Where a company to which applies changes the number of its members so that it is different from the registered number, the company shall, within 14 days after the date on which the change was resolved or took place, lodge with the Registrar notice of the change in the prescribed form.

CERTIFICATE OF INCORPORATION

On the registration of the memorandum the Registrar shall issue in the prescribed manner a notice of incorporation stating that the company is, on and from the date specified in the notice, incorporated, and that the company is-
  1. a company limited by shares; or
  2. a company limited by guarantee; or
  3. an unlimited company,
as the case may be, and where applicable, that it is a private company.

EFFECT OF INCORPORATION

On and from the date of incorporation specified in the notice issued; the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum. The body corporate is capable forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act.

Fees for incorporation
  1. Applying for name of the Company                              $15
  2. Applying for extension of reserved period                    $10
  3. Incorporate a Public Company-Limited by Shares         $300
  4. Incorporate a Public Company-Limited by Guarantee   $600
  5. Incorporate a Private Company