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A public company in Singapore is a company that is allowed to have any number of members and may offer shares to the public. Most small businesses do not need one. ACRA registers it for the same S$300 fee it lists for any new company. The big differences come later: a prospectus, an audit and more regulation. Facts below were read on ACRA pages and checked .
What is a public company limited by shares?
ACRA's company types page describes it as having no limit on members, individuals or corporations, and as suited to large companies. Before it sells shares to the public it must register a prospectus with the Monetary Authority of Singapore (MAS). It has share capital and the suffix is Ltd.
Public does not mean listed. A company can be public without trading on the stock exchange. Listed companies also have their own deadlines, such as an annual return within five months after the financial year end. See the company types page for all options.
How is it different from a private company?
| Point | Private limited (Pte Ltd) | Public limited (Ltd) |
|---|---|---|
| Members | Maximum 50 shareholders | No limit |
| Selling shares to the public | Not what the type is for | Allowed after a MAS prospectus is registered |
| Audit exemption | Small companies can qualify | ACRA says exemption is for private companies |
| ACRA registration fee | S$300 | S$300 |
| Typical size | Medium businesses (ACRA) | Large companies (ACRA) |
If you have a few founders and some investors, a private limited company is the usual route. A public company costs more to run because of the audit and the regulation. See shareholder requirements for the 50-member limit.
What does it cost to register and run one?
| Item | ACRA fee |
|---|---|
| Reserve the name | S$15 |
| Register a new company | S$300 |
| Annual return, every year | S$60 |
| Extension for accounts or AGM | S$200 |
| Convert company type | S$40 |
ACRA's table does not split fees by public or private, so confirm the amount on the Bizfile screen. Audit is the large extra. One provider, TNPL, lists audit services from S$1,500 on its services page, read . The page gives no scope for that price, so treat it as a lower mark, not a quote. For a yearly view see cost to run a company.
Who has to be on the board and in the office?
The officer rules on ACRA's page are the same for every company. One director is the minimum, and that person must be 18 or over and ordinarily resident here. A secretary is also required. This person has to be a real individual living in Singapore, named within six months of registration, and cannot double as the only director. Nothing on that ACRA page adds a stricter test for a public company's secretary. The Companies Act may do so, so put the question to a provider before you appoint anyone.
Paperwork starts with a constitution. You can take ACRA's Model Constitution or write your own and upload it in Bizfile. See company constitution.
Will you need an auditor?
Assume yes. On its audit exemption page ACRA says the exemption belongs to private companies. The small company test sits inside that rule: two of three limits (revenue S$10 million or less, assets S$10 million or less, 50 staff or fewer). A public company is not a private one, so we read the exemption as out of reach. ACRA's page does not say it in those words, so check with an auditor first. Unless exempt, the auditor is appointed within three months of incorporation. See audit exemption.
When would a business pick this type?
Rarely at the start. Founders who plan to sell shares to many outside investors, or who plan to list later, may start with a public company or convert. ACRA lists a S$40 fee for a company type conversion, though it does not explain the steps. Most startups use a Pte Ltd and convert when the time comes. That is our observation of the choice, not an ACRA rule, so ask a lawyer before you decide.
What gets filed every year?
An annual return, even when the company is dormant. A non-listed company files within seven months after its financial year end. ACRA's penalty for a late return goes up to S$600. Listed companies get five months. Dates are in annual filing deadlines, and governance expectations for listed companies are in the corporate governance code.
What should you check before choosing a public company?
Ask three questions. Will you really sell shares to more than 50 people? Can you afford an audit every year? Do you have a secretary who meets any extra test? If the answer to the first is no, a private limited company is the simpler path, and ACRA's S$40 conversion fee means you can change type later. Also read the minimum share capital page, since public and private companies both need share capital.
Independent guide, not ACRA
SingaporeCompanySetupGuide.com is not ACRA, MAS or a provider. We read official pages and print the check date. We are paid by providers when a request we pass on turns into a client. See how we earn.
If you need a provider to set up or convert a company, use the form on this page. We pass your request on and providers answer with their own quotes.
Sources
- ACRA, company types, https://www.acra.gov.sg/register/business/registering-different-business-structures/local-company/choosing-a-company-type/ (public company, members, MAS prospectus)
- ACRA, fee table, https://www.acra.gov.sg/manage/companies/service-transaction-fees/ (name, registration, annual return, conversion)
- ACRA, officer rules, https://www.acra.gov.sg/register/business/registering-different-business-structures/local-company/appointing-company-directors-other-key-officers/ (director and secretary)
- ACRA, audit exemption, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/preparing-financial-statements/audit-exemptions/ (private company rule and small company test)
- ACRA, annual return filing, https://www.acra.gov.sg/manage/companies/legal-requirements-common-offences/filing-annual-returns-companies/deadline-requirements/ (deadlines, penalty)
- TNPL, services page, https://tnpl.com.sg/services (audit from price)
