Private Limited Company Registration In Singapore: A Complete 2025 Guide

Looking to launch a business in Singapore? Registering a Private Limited Company (Pte Ltd) is one of the most effective ways to gain credibility, limit liability, and take advantage of Singapore’s pro-business ecosystem. Whether you’re a local entrepreneur or an international investor, this guide walks you through everything you need to know about Private Limited Company registration in Singapore, including the latest compliance rules for 2025.

What Is a Private Limited Company (Pte Ltd)?

A Private Limited Company (Pte Ltd) is a locally incorporated company with up to 50 shareholders. It is a separate legal entity, meaning the company can own assets, enter contracts, and be liable for debts in its own name—distinct from its directors or shareholders.

Key characteristics:

• Limited liability: Shareholders’ risk is limited to their capital contribution.
• Perpetual succession: The company continues to exist even if shareholders or directors change.
• Transferable shares: Shares can be sold or transferred (subject to agreement).
• Tax-efficient: Eligible for tax exemptions and corporate incentives under Singapore law.

Why Register a Private Limited Company in Singapore?

Singapore remains one of the most attractive destinations in Asia for company incorporation. Here’s why thousands of entrepreneurs and multinational firms choose to register their Private Limited Company (Pte Ltd) here:

✅ 1. Tax Advantages

• Low Corporate Tax: Singapore offers one of the most business-friendly tax structures globally. The first S$200,000 of taxable profits enjoys significant tax exemptions, and profits beyond that are taxed at a flat rate of 17%.
• No Capital Gains or Dividend Tax: This means greater flexibility for capital structuring, reinvestment, and shareholder payouts—ideal for holding companies or investment vehicles.

✅ 2. International Reputation and Financial Access

• Trusted Global Hub: Singapore is widely recognised as a leading financial and business centre in the Asia-Pacific, enhancing your company’s credibility with international clients, suppliers, and investors.
• Easy Cross-Border Transactions: Incorporating in Singapore opens access to robust international banking infrastructure—ideal for companies in e-commerce, logistics, fintech, and global trade.

✅ 3. Open Policies and Neutral Legal Environment

• Business-Friendly Government: With political stability and a well-developed legal system, Singapore offers a safe and neutral platform for global expansion—particularly for Chinese companies and ASEAN enterprises going international.
• Extensive Trade Access: Singapore is a key node in the Belt and Road Initiative and enjoys preferential access under numerous Free Trade Agreements (FTAs), including RCEP and ASEAN frameworks.

✅ 4. Robust Corporate Governance Environment

• Singapore is known for its clean, transparent corporate regulatory environment. Incorporating a Pte Ltd company ensures that your business is:
  • Backed by strong compliance standards
    
  • Eligible for transparent ownership and governance structures
    
  • Respected by financial institutions, governments, and investors worldwide

✅ 5. Versatile Business Structuring Options

• A Private Limited Company can be used for a variety of corporate purposes:
  • Regional headquarters for Asia
    
  • Investment holding company
    
  • Offshore trading centre
    
  • Platform for VIE structures (Variable Interest Entities)
• This flexibility makes Singapore ideal for both operational and strategic business setups.

Step-By-Step Guide to Registration

Here’s a step-by-step breakdown of how to register a private limited company in Singapore:

1. Reserve Your Company Name

Submit your proposed business name through ACRA’s BizFile+ portal. The name must:

• Not be identical to existing business names
• Not infringe trademarks
• Not contain prohibited or offensive words

Once approved, the name is reserved for 60 days, extendable by another 60 days.

2. Prepare the Company Constitution

Also known as the Memorandum & Articles of Association, this document outlines the company’s rules. You can use ACRA’s standard constitution or upload a custom one.

3. Appoint Company Officers

You’ll need:

• At least one director who is ordinarily resident in Singapore (Citizen, PR, or valid Employment/EntrePass holder)
• At least one shareholder (can be an individual or corporation, local or foreign)
• One company secretary, to be appointed within 6 months of incorporation

4. Determine Share Capital and Registered Address

• Minimum paid-up capital is S$1 (you can increase it later)
• Must provide a local registered address in Singapore

5. Submit Incorporation Application via BizFile+

After preparing the above, log in using SingPass or CorpPass to submit your application. Required documents typically include:

• Company name approval
• Details of directors and shareholders
• Company constitution
• Registered address

Most applications are processed within 1 business day, provided all documents are in order and no additional checks are needed.

6. Post-Incorporation Requirements

After registration, you’ll receive:

• Unique Entity Number (UEN)
• Company Business Profile

You can then proceed to:

• Open a corporate bank account
• Apply for required licenses (if applicable)
• Register for GST (if projected annual revenue exceeds S$1 million)
• Maintain proper statutory registers

New Legal Requirement: Register of Controllers Under Companies

Starting from June 2025, there are updated legal requirements concerning the Register of Registrable Controllers (RORC). All companies must now lodge the RORC information directly with ACRA, in addition to maintaining an internal copy.

Who is a “Controller”?

A controller is an individual or legal entity who:

• Holds more than 25% of shares or voting rights
• Has the right to appoint or remove the majority of directors
• Exercises significant influence or control over the company

What You Must Do:

• New companies (after 16 June 2025) must lodge RORC details at the point of incorporation
• Existing companies must keep their internal RORC updated and file changes with ACRA within 2 business days
• The RORC must be made available to ACRA or law enforcement upon request

Penalties:

Failure to maintain and update the Register of Controllers can result in:

• Fines of up to S$25,000
• Legal enforcement action

This requirement is part of Singapore’s push for enhanced corporate transparency and anti-money laundering compliance.

Required Submissions & Turnaround Times

In most cases, if all your documentation is in place, your private limited company can be fully registered in 1 working day.

Summary / Practical

So in practice, for a Singapore Pte Ltd:

• You need to appoint an individual (not company), who lives in Singapore (or has appropriate residency status).
• If your board has only one director, then that director cannot also be the company secretary – you need a separate person.
• The person should have enough knowledge/experience to perform the role (for private companies, no fixed “credential” is enforced, but you want someone competent).
• For private companies, professional qualification is nice but not legally required (though for public companies, it is).

Ready to Register Your Private Limited Company?

Let us help you register your Pte Ltd company quickly and compliantly.

At Ei-Biz, we provide:

• Fast company incorporation
• Nominee director & local office services
• Company secretary & ongoing compliance
• RORC filing & statutory register maintenance

Start your business in Singapore today—speak to us for a free consultation.

Frequently Asked Questions (FAQs)

1. Can a foreigner register a Private Limited Company in Singapore?
Yes. Foreigners can own 100% of a Private Limited Company in Singapore. However, at least one local director (Singapore citizen, PR, or valid pass holder) is required. If you don’t have one, you’ll need to engage a nominee director through a licensed Corporate Service Provider (CSP).

2. How long does it take to register a company in Singapore?
If all documents are in order, most companies are registered within 1 business day. However, if the application requires additional vetting by authorities (e.g., for regulated sectors), it may take a few days longer.

3. What is the minimum paid-up capital required?
You can start a Pte Ltd company in Singapore with just S$1 in paid-up capital. You may increase the capital later as your business scales.

4. Is it mandatory to have a company secretary?
Yes. Every Private Limited Company in Singapore must appoint a qualified company secretary within 6 months of incorporation. The secretary must be a resident of Singapore.

5. What is the Register of Registrable Controllers (RORC), and why is it important?
The RORC is a record of individuals or entities that have significant control over your company (e.g., >25% shareholding). From June 2025, companies must lodge their RORC information with ACRA, in addition to keeping internal records. Failure to comply may result in fines up to S$25,000.

6. Do I need a physical office to register a company?
You need a local Singapore registered address, but it doesn’t have to be a physical office. Many startups use their CSP’s address or rent virtual office services.

7. What ongoing compliance requirements are there?
You must:
• File Annual Returns with ACRA
• Hold Annual General Meetings (AGMs) unless exempted
• Submit tax filings to IRAS
• Keep statutory registers, including the RORC, updated

Engaging a CSP helps ensure you stay compliant year-round.