Setting Up a Public Limited Company in Singapore

Updated on Friday 24th September 2021

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The private limited company in Singapore, as well as the public limited company, are the two business forms commonly used by investors. Their popularity is due to the fact that they offer, as the name suggests, limited liability to the founders, who are only liable to the extent of the capital they invest in the business.
 
Investors setting up a company in Singapore as a public limited company will need to follow a few simple steps as well as observe the requirements for this particular business form.
 
Our team of agents who specialize in the registration of a private limited company in Singapore can also help investors open a public limited company.
 

What are the characteristics of the public limited company?

 
The public limited company shares certain similarities with the private one, however, its characteristics make it more suitable to large businesses. Among its key traits we can mention the following:
 
  • Public: this company can offer its shares to the public, which is not possible with the private limited company.
  • Liability and separation: the public limited company has legal capacity and it is separate from its founders or directors; the shareholders have limited liability.
  • Shareholders: at least 50 shareholders are required for this type of company, making it appropriate for large corporations.
  • Listed: the public limited company is, in most cases, listed on the stock exchange.
  • Regulations: because of its nature and the fact that it is listed, the public limited company is subject to more stringent accounting and reporting rules.
Like the private limited company in Singapore, the public company will need to have a locally registered office. Businessmen who are considering setting up a company in Singapore as a private limited company, can see the steps involved in this process in the infographic presented below:
 
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What are the steps for opening a public limited company?

 
When starting a public limited company, investors will usually follow these steps:
 
  1. Choose a company name: the name of the company is a unique one and needs to be approved before the company can be registered.
  2. Registered office: the company must have a registered office in Singapore and the address is provided during the incorporation process.
  3. Constitution: the company’s constitutive documents are drawn up, with details about its characteristics, governance, operations, director’s rights, and liabilities, etc.
  4. Submitting the application: the company is registered with the Accounting and Corporate Regulatory Authority; this step can be performed via an online platform.
These steps for setting up a company in Singapore can be discussed in more detail with our team of incorporation agents.
 
The company secretary must be appointed within six months following the company’s incorporation date. The secretary must be a natural person and a resident in Singapore. 

The company name cannot be identical to one that belongs to an already registered company and it cannot be offensive or vulgar. The name application, prior to the registration of the business, is subject to a fee. Once this application submitted with the Accounting and Corporate Regulatory Authority (ACRA) is approved, the chosen name is reserved for 120 days. If the rest of the steps are not completed within this time, the name will no longer be reserved, and it can be used by other companies.

As far as the registered office is concerned, the address cannot be a P.O. Box one. This is the address at which all of the official company notices and communications will be sent to and also the place where the company records are stored. It is required to be accessible to the public during regular office hours. However, the company may conduct its activities at another location. 
 
The public limited company in Singapore is set up much in the same way as the Pte Ltd in Singapore. Clients interested in other types of services, for example in immigration assistance in Belgium, can receive assistance from our partners.
 

What are the regulations for public limited companies in Singapore?​


The public limited company is subject to different, more complex regulatory principles compared to the private type. For example, it will need to register a prospectus with the Monetary Authority before it can submit any public offers.
 
The prospectus will offer information on the following matters:
  • the business structure and its history;
  • share classes (with voting rights, access to dividends, etc.)
  • the directory, management, and administration of the company;
  • investment objectives and policies;
  • risk factors;
  • reports;
  • Singapore tax issues.
 
Once the prospectus is drawn up, it becomes available on the OPERA (Offers and Prospectuses Electronic Repository and Access) website and it is subject to public comments. Our agents who specialize in Singapore limited company formation can provide more details on the manner in which the prospectus should be structured.

Investors who are interested in opening a different type of public company, the one limited by guarantee, should know that this type of business entity is not the same as the regular public one limited by shares. The one limited by guarantee is usually used for non-profit activities and it has members, not shareholders. An important difference is that the members are under an agreement to pay a certain fixed amount in the event in which the company is dissolved. One of our agents specializing in the particularities of a Singapore limited company can offer more details.

Once it is registered, a public limited company in Singapore will also have to obtain special permits and licenses, if this applies to the particular business sector in which it activates. Food services businesses, hotels, education centers, animal and veterinary services, land transport services are just some examples of the types of services that are being regulated and for which investors will need to apply for the needed licenses.

Public companies in Singapore are also required to hold a mandatory annual meeting of shareholders. During this meeting, the company presents the accounts before its members and they are allowed to pose questions about the financial situation of the company. The date of this meeting is set according to the end of the company’s financial year. For example, they may take place within five months after the financial year-end of the company, although this is not a general rule. For newly incorporated companies, it may be mandatory that they hold this meeting within 18 months of their incorporation date. In some cases, a shareholder may request a meeting to be held and in this case, he must notify the company within a due period. Public companies may request an extension of the date on which they are required to hold the meeting. An application fee applies in this case. Our experts in setting up companies in Singapore can give you more details on this matter.

We invite you to watch a short video on the steps to open a public limited company in Singapore:



 

How is a public limited company taxed in Singapore?

 
The taxation regime for the Pte Ltd Singapore, as well as the public limited company, includes a corporate income tax of 17%. For the income year 2019, 75% of the first 10,000 of normal chargeable income for companies as well as 50% of the next 190,000 SGD are exempt from tax. Singapore does not impose a withholding tax on dividends paid by resident companies. Other taxes include interest and royalties withholding tax, social security, stamp duty, property tax. In some cases, a monthly levy can apply per foreign worker (in certain industries). Another type of tax applicable in Singapore is the goods and services tax, or the GST, which is similar to the value-added tax. The standard rate is 7%, with 0% for the export of goods and international services. Public limited companies can register for GST payment voluntarily or when their taxable turnover is more than 1 million SGD in a calendar year or it is expected to exceed this value in the next 12 months.

Social security contributions are required in Singapore both by the employer and the employees (who can be either citizens or permanent residents). One of our agents can provide more details in the Central Provident Fund contributions. 
 
The tax year in Singapore is usually the same as the calendar year and companies are expected to submit the estimated chargeable income within three months of the end of the financial year. Certain penalties apply for late filing as well as failure to file.

The directors of a public limited company in Singapore

 
Setting up a company in Singapore includes several steps, as seen above. One of these key stages is appointing a company director, along with other key personnel.
The company director has a key role in the organization and its growth and, according to the Companies Act, he is also the one responsible for various issues, such as timely filings as well as other types of submissions and disclosures. The director will act honestly and in good faith, in the best interests of the corporation.
 
The requirements for a company director in Singapore that fully apply in the case of public limited company directors include the following:
 
  • be over 18 years old;
  • have legal capacity;
  • be a Singapore citizen, a permanent resident or an EntrePass holder (employment pass or EP holders are also accepted);
  • not have any disqualifications from acting as a company director.
 
Each company in Singapore must have at least one director who is a local resident. This means that a foreign national who is interested in setting up a company in Singapore will need to comply with the conditions to legally reside here.
 
In some cases, a prior verification is needed before being appointed as director. This is in the case of those who gave a foreign identification number, the FIN number. For example, those who have a valid employment pass will first be required to receive approval to act as company directors. In this case, as well as in all other cases involving foreigners who wish to relocate to Singapore to act as company directors, is issued by the Ministry of Manpower.
 
The role of the director is an important one and individuals who undertake it should be well aware of their duties and responsibilities, as well as the liabilities. Breaching the director’s duties is can result in civil and criminal charges and there are different types of offences that can be subject to fines or imprisonment. In case of common offences, a company director can be subject to a fine of up to $5,000 or imprisonment for a maximum period of 2 years.
 
Noncompliant company directors in Singapore can be disqualified and be effectively banned from acting as a company director for a period of 5 years.
 
A company in Singapore can also have managing director, although this is optional. When the company will have such an appointed officer, his details will need to be submitted before making the application for incorporation.
 

Key personnel for a Singapore limited company

 
The company director has an important role in ensuring the company’s growth and compliance, however, those interested in setting up a company here will also need to appoint other key members.
 
As previously mentioned, the law stipulates clear requirements for the appointment of a secretary. When no secretary is appointed within the prescribed time, the company directors are those who may be liable for a penalty of up to $1,000. The secretary has an administrative role and will fulfill several types of duties among which maintaining the company’s registers, preparing the minutes of the meetings, informing the directors of the due tasks and deadlines, updating the relevant company changes, and many more.

Some companies, particularly large ones such as public limited companies in Singapore, may choose to appoint a chief executive officer (CFO). Like the managing director, this role is an optional one and if this director is appointed, it is mandatory to file his identification documents with the authorities.
 
Large companies in Singapore are also required to appoint an auditor within 3 months of incorporation. While some companies are exempt from this rule, it only applies in case of small companies. When an appointed auditor is dismissed or resigns, the company must appoint a new one. Any changes in this position are to be reported to the Accounting and Corporate Regulatory Authority in Singapore, just like any other changes in the company particulars.
 
Entrepreneurs who propose company directors and the secretary once they have applied for company incorporation are asked to endorse the appointments of the key personnel online using a special portal. However, this is not required when a registered filing agent makes the submissions as he will be handling the necessary statements on behalf of the company founders. Our team can give you more details.
 

Investments in Singapore 

 
According to data provided by the Accounting and Corporate Regulatory Authority in Singapore, the number of companies as per their business types was the following:
 
  • 317,493: the total number of companies in January 2018, both local and foreign companies.
  • 336,774: total companies in December 2018.
  • 338,548: total number of local and foreign companies in January 2019.
  • 353,538: the total number of companies in Singapore in December 2019.
 
Please note that the total companies listed here include, as mentioned, both local and foreign companies and are both private and public limited ones. The corporation remains the most popular business form, preferred both by local and foreign investors. Businessmen interested in setting up a company in Singapore should know that the following type of business structure, as per the available numbers, is the sole proprietorship. 

Setting up a company in Singapore is easier with our help, both in the case of the public and the private forms. Reach out to our agents to find out more.
 
Contact us for more information about the public and private limited company in Singapore and for complete company incorporation services for these two business forms as well as others.