The Ultimate Guide to Using Bizfile in Singapore

9 essential steps to incorporate your company on ACRA Bizfile

When starting a business in Singapore, it is a legal requirement to register a business with ACRA. There are 9 steps to incorporate a company in Singapore. Entrepreneurs must fulfil the requirements, which include: 

1. Company name 

Before launching your business, ensure your company name is registered and approved by ACRA, paying a fee of SGD 15. The proposed name for your business should be unique and should not be identical to an existing name nor contain prohibited or undesirable words. Make sure you use a company name checker tool to verify that the desired name is available. Once you’ve found the name, the next step is to apply for name reservation via the ACRA Bizfile portal. 

2. Company type 

In Singapore, there are seven types of companies that you can incorporate. Choosing the right one is crucial as it will shape your business’s taxes, liabilities, ownership, and management for the long term.

Check out our post on Pte Ltd vs LLP for more information! 

3. Business activities 

As part of the company incorporation, it is essential to specify the primary and secondary business activities, categorising them under government-mandated classifications.

A business activity defines what an organisation does and in which field. Entrepreneurs need to select the most relevant Singapore Standard Industrial Classification (SSIC) code corresponding to their intended activity. Every company is required to have two SSIC codes—one primary (mandatory) and one secondary (optional) with a customised description of each activity. Furthermore, some business activities may require (after their registration process) for additional permits or licences before they can start operations. 

4. Choose your directors 

The next step is to appoint officials for your company. Every company must have at least one director and one secretary. Before submitting your application, you will need the following details of your appointed officers:

• Full name and NRIC/FIN
• Nationality 
• Contact information (phone and email) 
• Residential address

For NRIC and FIN holders, there is no requirement to provide the nationality and residential information. 

Company Directors are responsible for overseeing all the company’s affairs, setting its strategic direction, and ensuring proper record-keeping, financial statements, and compliance with corporate filings. 

It’s important to note that foreign companies themselves can’t serve as directors of Singaporean companies.

Requirements of a company director: 

Every company should have at least one director who must be:

• A local resident of Singapore (Singapore citizen, Singapore permanent resident, or holder of an EntrePass or Employment Pass)
• A natural person (individual) and not a company
• Of full legal capacity and not disqualified from acting as a director. 

5. Choose shareholders and share capital 

Every Singaporean company is required to have at least one share, costing one dollar in paid-up capital and one shareholder. For example, a private limited company is allowed to have at most 50 shareholders. Moreover, a Singapore company can be fully foreign-owned (either by a foreign corporation or an individual). 

Shareholders, on the other hand, can be from anywhere in the world. They can participate in meetings, amend company rules, elect directors, and propose changes to the business.

Before incorporating, you’ll need to decide on the type of shares for your company: 

• Ordinary shares: These give their holders one vote at each meeting. At least one of these shares is required. 
• Non-voting shares: These are similar to ordinary shares but don’t grant the holder the right to vote. 
• Preference shares: These have priority over ordinary shares for dividends but also don’t grant voting rights.

6. Set up a registered office address 

Having a registered office address is mandatory for all Singapore-based companies. This is the official address where all legal communications and notices will be sent.

Key requirements for a registered office address in Singapore. 

• Physical address: It must be a real physical address. P.O. boxes are not applicable. 
• Public accessibility: The address should be easily accessible to the public at least for three hours on every business day. 

Different options for registered business address: 

• Dedicated office space: You can use it as a registered address if you have one. 
• Co-working space: If you are a startup or a small business owner, you can have it as a more flexible and cost-effective solution.
• Home Office scheme: If you are running a small-scale business from your home, you are eligible to use your residential address as a registered office address under the Home Office Scheme managed by the Housing Development Board (for HDB flats) and Urban Redevelopment Authority (for private residential properties).

Note: You must apply for approval under the Home Office Scheme before submitting your application to incorporate your company.

7. Decide on your financial year end 

A company’s financial year end plays a significant role in its financial and regulatory obligations, like: 

• Filing deadlines: Your financial year-end (FYE) determines important filing dates, such as the deadline for your annual general meeting (AGM), annual return (which must be submitted within 6 months of your FYE), and corporate tax returns. Meeting these deadlines is essential to avoid penalties.
• Tax planning: Your FYE can influence your tax obligations. By selecting an optimal FYE, you might be able to defer tax payments or take advantage of specific tax benefits or incentives.
• Business cycle: Choosing an FYE that aligns with your business’s natural cycle—such as peak seasons or inventory turnover—can offer a clearer and more accurate view of your financial performance.

Common options for choosing dates for FYE in Singapore: 

• 31 December: Aligning your financial year-end with the calendar year simplifies accounting and reporting, making it a popular choice for many businesses.
• 31 March, 30 June, 30 September: For businesses that require more frequent financial insights, ending the financial year on a quarterly basis—such as March 31, June 30, or September 30—can provide better control over financial reporting.

8. Prepare registration documents 

Once the company name is approved, prepare the following documents: 

• Company Constitution: Formerly called the ‘Memorandum and Articles of Association,’ the company constitution outlines the fundamental rules and relationships within the company. You can either customise your own Constitution or adopt ACRA’s Model Constitution.
• Consent to Act Forms: Each director and the company secretary must sign a consent form to officially accept their appointment.
• Identification Details: Provide identification information for all shareholders, officers, and beneficial owners of the company.
• Corporate Shareholder Documents: If a shareholder is a corporate entity, submit its certificate of registration from its home jurisdiction, along with details of its ownership structure to identify the ultimate beneficial owners.

Once you’ve gathered all the necessary documents, submit your incorporation application online through the Bizfile portal, and pay the SGD 300 registration fee to finalise the process.

9. Maintain registers 

Under the Companies Act, all companies are required to maintain up-to-date registers for the following roles:

• Members (shareholders)
• Directors
• Secretaries
• Auditors
• CEOs
• Controllers (or beneficial owners)

These registers, except the register of members for public companies, are maintained by ACRA electronically. If there are any changes in the appointments or details of directors, secretaries, auditors, or CEOs, it is important to update this information via the Bizfile portal within 14 days of the change. Any changes made to the company’s shareholders or share capital must also be filed through the Bizfile portal.