Private limited company in Singapore

A Singapore private limited company (Pte Ltd) is a separate legal entity with up to 50 shareholders. ACRA charges S$315 to set one up, and you need one resident director and one company secretary.

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A private limited company, written Pte Ltd, is the usual structure for a business in Singapore that wants limited liability. It is a legal person in its own right. It can sue, be sued and own property in its own name, and its shareholders are not personally responsible for its debts. ACRA, the Accounting and Corporate Regulatory Authority, registers it. Fees and rules below were checked on .

What does it cost to register a private limited company in Singapore?

ACRA charges S$315 in total: S$15 to apply for the company name and S$300 to register the company. You pay both through BizFile, ACRA's online portal. Most registrations are approved soon after payment. Complex ones can take up to 15 working days, and cases that need a referral authority can take 14 to 60 days.

Item ACRA fee
Name application S$15
Company registration S$300
Total to start S$315
Annual return, every year S$60

These are government fees only. A corporate service provider (CSP) adds its own charge for preparing the papers, a registered address, a company secretary or a nominee director. We list no provider prices here because we only print a price when the provider has published it. Read more on company formation cost.

Who can own and run a Singapore Pte Ltd?

You need at least one shareholder, and a private company can have up to 50. An exempt private company is limited to 20. The share capital can be as low as S$1, and you must issue at least one share.

You also need these people:

  • A director. At least one, who is ordinarily resident, 18 or older, mentally fit and not disqualified. Directors cannot be passive. ACRA says there is no such thing as an inactive or sleeping director in law.
  • A company secretary. A real person who is a citizen, permanent resident or otherwise meets the local residency rules. The secretary cannot be the same person as the sole director, and must be appointed within six months of registration. A vacant post for more than six months can bring a fine of up to S$1,000 for the director.
  • A registered office address. A Singapore address that is open to the public during normal business hours on each business day. It does not have to be where you work. The office must be open to the public for at least three hours on each business day, and non-compliance can lead to a fine of up to S$5,000.

If you live abroad you will need a resident director. Our pages on a nominee director, a registered address and company registration for foreigners cover those routes.

Pte Ltd or sole proprietorship: which one protects your own money?

The Pte Ltd does. ACRA describes a company as the best protection for personal money because it is a separate legal entity, and also the structure with the most rules and yearly paperwork. A sole proprietorship is simpler and cheaper but you carry unlimited liability. The sole proprietorship page lays out that side in detail.

What must a private limited company do every year?

Three filings come up again and again.

  1. Annual general meeting. Due within six months after the financial year end, unless exempt or dispensed with.
  2. Annual return to ACRA. Due within seven months after the financial year end for a non-listed company. The fee is S$60. See annual return and AGM.
  3. Tax filing with IRAS. An Estimated Chargeable Income return within three months of the year end (with a waiver for small nil cases), then Form C-S or Form C. Details on corporate tax.

Companies also prepare financial statements and, unless exempt, file them in XBRL format. The XBRL page explains who files what. Whether you need an audit depends on size, and the audit exemption page covers it.

Missing these has a cost. A late annual return costs S$300 up to three months late and S$600 after that. ACRA can also offer a composition sum of at least S$500 or go to court, where a fine of up to S$10,000 per charge applies. Directors who repeat filing offences risk disqualification.

ACRA lists four: keep proper records, prepare financial reports when needed, file required documents on time, and act in the company's best interests. Penalties for failing include fines of up to S$5,000, up to two years in jail and a five-year ban from being a director. New directors can take ACRA's free two-hour Directors Training Programme.

What do you need ready before you apply?

  • A name that ACRA approves. Reserve it first through BizFile.
  • Singpass for each individual officer, or a CSP using Corppass. See Corppass and BizFile.
  • A financial year end, a company email and a registered office address.
  • Details of each director, secretary and shareholder, including NRIC or FIN and residential address.
  • The share capital and how it is paid.
  • Your main business activity, expressed with an SSIC code.

Once registered, the company receives a UEN. You can look companies up on UEN search.

Independent guide, not the regulator

SingaporeCompanySetupGuide.com is not ACRA, IRAS or a corporate service provider. We write the rules down from official pages and keep the check dates visible. Providers pay us a fee when a request we pass on becomes a client, which is explained on the how we earn page.

Want a provider to handle the filing, the address and the secretary? Use the quote form on this page and we will forward your request to suitable firms. They contact you with their own prices.

Sources

Good to know

Questions people ask

How many shareholders can a private limited company in Singapore have?

A private company can have 1 to 50 shareholders. An exempt private company has 20 or fewer. A company with more than 50 shareholders counts as a public company under ACRA's classification, so most small businesses stay well below the limit.

What is the minimum share capital for a Pte Ltd?

ACRA says a company that has share capital needs at least S$1 to start, and the minimum number of issued shares is one. Many owners choose a higher figure because banks, partners and some licences look at paid-up capital.

Do I need a local director to open a company in Singapore?

Yes. Every company needs at least one director who is ordinarily resident in Singapore, aged 18 or older, and not banned or disqualified. Foreign owners often meet this by appointing a resident director or by getting an Employment Pass for themselves.

Can the sole director also be the company secretary?

No. ACRA says the company secretary must be a real person and cannot be the same person as the sole director. You have six months after registration to appoint the secretary.

Does a Pte Ltd have to hold an annual general meeting?

Usually yes, within six months after the financial year end. A private company can skip it if it sends financial statements to all members within five months, or if every member passes a resolution to dispense with the AGM. The annual return is still due.

What happens if a Pte Ltd files its annual return late?

ACRA charges S$300 if you file up to three months late and S$600 if you file later than that. It can also offer a composition sum of at least S$500, or prosecute, with court fines of up to S$10,000 per charge.

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