Singapore Private Limited (Pte Ltd) Company Incorporation Guide 2026

Complete guide to incorporating a Private Limited (Pte Ltd) company in Singapore with ACRA. Explains S$315 fee, resident director rule, S$1 share capital, & Bizfile.

Statutory Overview & Legal Framework

Setting up a Private Limited (Pte Ltd) company in Singapore is governed by the Companies Act (Cap. 50) and administered by the Accounting and Corporate Regulatory Authority (ACRA) via the Bizfile portal. A Singapore Pte Ltd company is a legal entity distinct from its shareholders, offering limited liability protection. The incorporation process requires at least 1 ordinarily resident director meeting ACRA local residency requirements, 1 shareholder (100% foreign ownership generally permitted, subject to sector rules), at least S$1 in share capital, a registered Singapore office address accessible for at least 3 hours during normal business hours on each business day, and a qualified Corporate Secretary appointed within 6 months. Straightforward incorporations are usually approved online soon after payment; complex applications may take up to 15 working days, while applications requiring referral-authority approval may take 14 to 60 days. The official ACRA fee is S$315 (S$15 name reservation + S$300 incorporation). Use this guide to register a company in Singapore.

Core Statutory Criteria & Regulations

100% Foreign Ownership Eligibility100% Foreign Ownership

100% foreign equity ownership is permitted with no mandatory local partner requirement.

Section 145 Local Resident Director MandateLocal Resident Director

Must appoint at least 1 director who is ordinarily resident in Singapore (Singapore Citizen, PR, or eligible pass holder meeting local residency rules).

Section 171 Qualified Corporate Secretary MandateCorporate Secretary

Company must appoint a qualified Corporate Secretary ordinarily resident in Singapore within 6 months of incorporation.

Establish and maintain an internal RORC and file required controller details with ACRA's central register within 2 business days of updates.

Qualification & Compliance Requirements

Applies to local entrepreneurs, foreign investors, and international corporations registering a business in Singapore.

Proposed company name must be reserved on Bizfile before filing incorporation papers (once approved, reserved for up to 120 days).

Must establish and maintain an internal Register of Registrable Controllers (RORC) and file required controller details with ACRA's central register.

Foreign founders not residing in Singapore must engage an ACRA-registered Corporate Service Provider (CSP) to file business registration.

Must appoint a company auditor within 3 months of incorporation, unless exempt under small company audit exemption rules.

Statutory Document & Application Checklist

Companies Act (Cap. 50, Sections 19, 145 & 171)

ACRA Bizfile Company Incorporation Application

Notice of Approved Company Name from ACRA (reserved up to 120 days)

Shareholders' & Directors' Passports / NRICs & Proof of Residential Address

Latest Form 45 — Consent to Act as Director and Statement of Non-disqualification (effective 6 May 2026)

Company Constitution (customised constitution or ACRA Model Constitution)

Step-by-Step Filing & Compliance Process

ACRA Company Name Search & Reservation

Submit proposed company name on ACRA Bizfile portal. Once approved, the name is reserved for up to 120 days (Fee: S$15).

Prepare Officer Consent & Constitution

Compile passport/NRIC copies, proof of address, ACRA Model or customised Constitution, and latest Form 45 director consents.

File Incorporation Application on Bizfile

Submit formal incorporation application on Bizfile and pay S$300 ACRA incorporation fee (or engage a registered Corporate Service Provider).

Receive ACRA UEN & Free Business Profile

Upon successful registration, ACRA issues the company's Unique Entity Number (UEN) and provides access to its free Business Profile through Bizfile.

Open Corporate Bank Account & Compliance Setup

Appoint auditor within 3 months (unless exempt) and Corporate Secretary within 6 months; establish and maintain the RORC and file required information with ACRA.

Frequently Asked Questions (FAQ)

The official ACRA fee is S$315, which consists of S$15 for the company name reservation application and S$300 for incorporation registration.

Yes. Singapore generally permits 100% foreign shareholding for private limited companies without requiring local equity partners, subject to any sector-specific regulatory requirements.

Under Section 145 of the Companies Act, every Singapore company must have at least one director who is ordinarily resident in Singapore and meets ACRA local residency requirements (such as a Singapore Citizen, PR, or eligible pass holder meeting local residency rules).

Most straightforward registrations are approved online soon after payment. Complex applications requiring further review may take up to 15 working days, while applications requiring referral-authority approval may take 14 to 60 days.

A UEN is a standard identification number issued by ACRA upon successful registration. The company can then download its official Business Profile from Bizfile for banking, tax, and government transactions.

Yes. The company must maintain a registered office address in Singapore that is open and accessible to the public for at least 3 hours during normal business hours on each business day. The registered office does not have to be the operational place of business.

Yes. Foreigners who do not reside in Singapore must engage an ACRA-registered Corporate Service Provider (CSP) to register the business on Bizfile under current ACRA regulations.

New companies must appoint a qualified Corporate Secretary within 6 months of incorporation, appoint an auditor within 3 months (unless exempt under small company rules), establish and maintain the Register of Registrable Controllers (RORC) with ACRA, and comply with IRAS tax filing obligations.