SINGAPORE Law and Practice Contributed by: Azmul Haque, Ashley Chew, Hu Yutong and Aaron Leong, Collyer Law LLC
• Liability: generally limited to the amount unpaid on their shares. If the company fails, shareholders only lose the money they invested. • Capital: no minimum share capital, but higher practical thresholds apply for public fundraising or listing. This vehicle is typically used for listed companies or large-scale fundraising. Limited Liability Partnership (LLP) The features of an LLP include the following. • Nature: separate legal person. • Governance: managed by partners, with at least one manager ordinarily resident in Singapore. • Partners: at least two partners. • Liability: generally limited, except for a partner’s own wrongful acts. This vehicle is often used for professional service firms and SMEs. Foreign Company Branch A foreign company may register a Singapore branch. • Nature: not a separate legal entity from the foreign head office. • Liability: the foreign company bears full liability for the branch. • Governance: operations are controlled by the for - eign head office. This structure may suit businesses that prefer to oper - ate directly through the foreign entity, although the head office remains exposed to the branch’s liabilities. 3.2 Incorporation Process The incorporation of a company in Singapore is gen - erally straightforward and efficient, and is carried out electronically through the Accounting and Corporate Regulatory Authority (ACRA) via its BizFile system. Main Steps The typical steps are as follows. • Name reservation: the proposed company name must not be identical to existing businesses, and
must not contain undesirable words. Approval is usually immediate, unless the name requires refer - ral to another authority. • Determination and submission of key information: the applicant identifies the company type and sub - mits key information, including: (a) the registered office address; (b) the financial year end; (c) particulars of directors, shareholders and (where applicable) controllers; (d) share capital and initial share allotment; and (e) the constitution of the company. • Registration: upon successful submission, ACRA issues a Unique Entity Number (UEN) and elec - tronic certificate of incorporation. • Post-incorporation requirements: a company must appoint a company secretary within six months, and should also complete its internal registers and corporate records, arrange banking and tax reg - istrations, consider employment and immigration requirements, and obtain any required business licences. Timing A straightforward incorporation can typically be com - pleted within one to three business days. Additional time may be required where: • the proposed name or business activity requires regulatory referral; • there are complex ownership structures; or • foreign documentation or approvals are needed. In such cases, incorporation may take several days to a few weeks. 3.3 Ongoing Reporting and Disclosure Obligations Private companies in Singapore are subject to ongo - ing reporting, filing and record-keeping obligations under the Companies Act 1967, applicable to any changes in corporate particulars, annual reporting and ownership transparency. ACRA Filings and Registers Companies must lodge filings with ACRA within pre - scribed timelines for key changes, including:
935 CHAMBERS.COM
Powered by FlippingBook