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You cannot convert a Singapore sole proprietorship into a company with one filing. ACRA offers closure, and a route to a limited liability partnership, but no direct route to a company. The working method is to register a new Pte Ltd for S$315, move the business over, and close the old registration for free.
Checked against ACRA's pages.
SingaporeCompanySetupGuide.com is an independent guide and not ACRA. If you want a provider to run the switch, the quote form on this page passes your request to firms that may pay us a referral fee.
Why is there no direct conversion?
A sole proprietorship is not a separate legal entity. It is you, trading under a registered business name, with unlimited personal liability. A company is a separate legal person. That is why the business cannot be relabelled. The assets, contracts and staff have to be passed from you to a different entity.
Read the ACRA page for managing a sole proprietorship. Under "Converting or closing your business" it lists two items: convert to an LLP, and close. A company is not on that list. Some provider sites describe the switch as a "conversion". That is a service name for the steps below, not an ACRA filing.
What are the steps, in order?
The order matters because the closure cannot be undone.
- Decide the company's setup. At least one director who is ordinarily resident and 18 or older, a company secretary who is a real person, a registered address in Singapore and at least one share. See the private limited company page.
- Reserve the name and register the company on Bizfile. The fee is S$15 for the name and S$300 to register. Most registrations are approved soon after payment. Complex ones can take up to 15 working days, and some need another agency's approval. The company registration page has the full steps.
- Set up the company's basics. Corppass, a bank account, and any CPF, GST or licence arrangements.
- Move the business across. Contracts, stock, equipment and staff go from you to the company, on a date you choose. Put the transfer in writing.
- Settle the sole proprietorship's loose ends. Finish ongoing obligations, transfer any vehicle, sort out loans or grants tied to the business, and cancel GST registration if you had it.
- Close the sole proprietorship on Bizfile. Use "File cessation or dissolution of business entity".
What does the whole switch cost?
| Item | Official cost | Source |
|---|---|---|
| Company name application | S$15 | ACRA |
| Company registration | S$300 | ACRA |
| Total ACRA fees for the company | S$315 | ACRA |
| Closing the sole proprietorship | Free, processed immediately | ACRA |
Provider fees, bank charges, accounting, a registered address and a company secretary are not set by an official body. We do not quote them. Ask for written prices. The company formation cost page breaks down what a new company needs each year.
What has to move to the new company?
A company holds its own contracts, bank account and licences, so work through this list.
| Item | What to do |
|---|---|
| Customer and supplier contracts | Agree a transfer or sign new ones in the company's name |
| Bank account | Open a company account. See business bank accounts |
| Employees | The company becomes the employer. Staff need new contracts |
| CPF | The company applies for its own CPF Submission Number. See CPF registration |
| GST | The sole proprietorship cancels. The company registers if it needs to |
| Licences and permits | Check each one with the agency that issued it |
| Work passes | A pass is issued for a specific employer. Ask MOM how it treats your staff |
| Domain, insurance, leases | Update to the company name |
On GST: ACRA tells you to cancel it with IRAS before you close. A company registers for GST when taxable turnover goes above S$1 million, or when IRAS rules apply for voluntary registration.
The company gets a new UEN. The old UEN stays with the sole proprietorship until closure. Update your invoices, website and agency records so nobody pays the old entity by mistake.
How do you close the sole proprietorship?
ACRA says closing is free and happens as soon as you submit. Before you file:
- Settle administrative matters such as ongoing contract duties, vehicle transfers and loans or grants.
- Cancel GST registration with IRAS, if you were registered.
- Renew the registration first if it has expired.
An owner, nominee, trustee, authorised representative or corporate service provider can file. You log in to Bizfile through Corppass as a Business User, choose Deregister, select Sole proprietorship/partnership and then File cessation of business entity. Enter the cessation date and a reason. The date can be in the past, present or future. A past or current date shows "Ceased registration" immediately. A future date shows "To be ceased" until then.
ACRA warns that you cannot reverse the closure after it is approved. Do not file until the company is ready to carry on.
How does tax change?
A sole proprietor's profits are taxed at personal income tax rates. A company pays corporate tax. The rate is 17%, and the partial tax exemption exempts 75% of the first S$10,000 (S$7,500) and 50% of the next S$190,000 (S$95,000), a maximum exemption of S$102,500. The corporate tax page explains this, including new company exemptions.
The switch also brings new filings. A company files an annual return with ACRA at S$60, plus ECI and Form C-S with IRAS. A sole proprietorship's business registration renews for S$30. Work out these running costs against the benefit. The main gain from a company is limited liability for its shareholders and a separate legal entity. See the comparison of Pte Ltd, sole proprietorship and LLP.
There is one personal item to check. If your net trade income is above S$6,000 a year, ACRA expects you to have MediSave arrangements with CPF Board. Clear any balance on the sole proprietorship before you close it.
Should you use a provider?
You can do every step yourself on Bizfile. A provider helps when you have employees, many contracts, GST, licences or a tight date. Ask them in writing who prepares the transfer documents, who closes the sole proprietorship and on what date, and who holds Corppass access afterwards. This guide does not quote provider prices, as none come from an official source.
Use the quote form on this page to ask for help. We pass your request to suitable Singapore providers.
Sources
- ACRA, Managing a sole proprietorship or partnership, https://www.acra.gov.sg/manage/sole-proprietorship-partnerships/overview/ (conversion to LLP, closing, MediSave).
- ACRA, Closing a sole proprietorship or partnership, https://www.acra.gov.sg/manage/sole-proprietorship-partnerships/closing-a-sole-proprietorship-or-partnership/ (free, immediate, cannot be reversed, cessation date, GST).
- ACRA, Registering a sole proprietorship or partnership, https://www.acra.gov.sg/register/business/registering-different-business-structures/sole-proprietorship-or-partnership/ (registration fee, renewal).
- ACRA, Choosing a business structure, https://www.acra.gov.sg/register/business/choosing-business-structure/ (company and sole proprietorship comparison, fees).
- CPF Board, Applying for a CPF Submission Number, https://www.cpf.gov.sg/employer/making-cpf-contributions/applying-for-a-cpf-submission-number (CSN for a UEN entity).
