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The legal floor is low. ACRA says a Singapore company that is of a type requiring share capital needs at least S$1 in share capital to start. There is no higher minimum stated for a standard private company. This page was checked on .
What does ACRA require?
ACRA's page on deciding on share capital states: if your company type requires share capital, you need at least S$1. That applies to the private limited types covered in private limited company. A company limited by guarantee has no share capital and no shareholders, so the S$1 rule does not apply to it.
We found no ACRA page that sets a minimum paid-up amount for a standard private company. Read the wording closely: the S$1 is share capital, the commitment, and the paid-up amount is what has actually been paid.
What is the difference between share capital and paid-up capital?
| Term | Meaning | Example, per ACRA |
|---|---|---|
| Share capital (issued) | The amount shareholders have committed to invest | 100,000 shares at S$1 each give S$100,000 |
| Paid-up share capital | The amount they have actually paid | If half is paid, S$50,000 |
| Unpaid share capital | Committed but not yet paid | S$50,000 |
Shares can be fully paid or partly paid. The paid-up amount cannot be more than the issued amount. If a share is partly paid, the shareholder owes the rest when the company calls for it.
How much should you set?
The legal answer is S$1 or more. The practical answer depends on who will look at it.
- Banks ask about the business plan and expected deposits. See business bank account.
- Partners and investors read capital as a record of what each person put in.
- Licences and passes may name capital tests of their own, set by the licensing body or by MOM. EntrePass, for example, asks for specific shareholding by the pass holder; see EntrePass.
- Running costs matter more than the number. Do not lock up cash you need for operations.
If you plan to raise money later, a modest starting amount is common because you can issue more shares when it is needed. See issue new shares.
What share types can you issue?
ACRA lists these:
| Type | Main features |
|---|---|
| Ordinary shares | Most common; usually carry votes; no right to demand dividends; classes (for example A and B) can differ |
| Preference shares | Often no vote; fixed dividends before ordinary holders; capital back first if the company is liquidated |
| Redeemable preference shares | The company can buy them back at an agreed price; directors file a solvency statement |
| Convertible preference shares | Fixed dividends for a set period, then can convert to ordinary shares at a price stated in the constitution |
| Treasury shares | Ordinary shares the company has bought from holders; no vote, no dividends; capped at 10% of issued ordinary shares, with any excess cancelled or sold within six months |
Most startups begin with ordinary shares only. Keep it simple unless an investor asks for something else.
What does the S$500,000 figure mean?
ACRA notes that companies with paid-up share capital of S$500,000 and above automatically become members of the Singapore Business Federation. This is a membership rule. It does not change the minimum or the company's obligations to ACRA.
How do you change share capital after incorporation?
Issue new shares and file a return of allotment through Bizfile. The steps and consents are on the issue new shares page. To move shares from one holder to another, see transfer shares. Mistakes in these filings can need a Notice of Error or a court order, so check them before submitting.
The cost to incorporate is a separate matter. See company formation cost, and the shareholder requirements page for numbers of holders.
What do people get wrong?
- Treating S$1 as a target. It is a floor. A shell with S$1 may look thin to a bank or client.
- Mixing up issued and paid-up capital in a shareholders' agreement.
- Putting a large figure on paper with no plan for who pays it.
- Forgetting that new shares need shareholder approval and a filing.
Independent guide
SingaporeCompanySetupGuide.com is not ACRA, and the share capital you choose is a decision for you and your advisers. We report what ACRA publishes. If you want a firm to set up the company and its share structure, use the form here and we pass your request to suitable providers, each of whom quotes its own fee.
Sources
- ACRA, Deciding on share capital and share types, https://www.acra.gov.sg/register/business/registering-different-business-structures/local-company/deciding-on-share-capital-share-types/ (S$1 floor, paid-up, share types, S$500,000 note, examples)
- ACRA, Choosing a company type, https://www.acra.gov.sg/register/business/registering-different-business-structures/local-company/choosing-a-company-type/ (which types need share capital)
- ACRA, Filing a return of allotment of shares, https://www.acra.gov.sg/manage/companies/shares/allotment-of-shares/ (issuing more shares)
