Types of company in Singapore

Different types of businesses necessitate different company setups. Before starting a business or incorporating a company, learn which type of company will work most efficiently for your business.

Private Company limited by shares

• (i) Private Company: A private company has a maximum number of shareholders limited to 50.
• (ii) Exempt Private Company: An Exempt Private Company (EPC) is a private company which has at most 20 shareholders and none of the shareholders is a corporation. It can also be a company the Minister has gazetted as an EPC (see section 4(1) of the Companies Act).

Public Company

• (i) Public Company limited by shares

A public company limited by shares can have more than 50 shareholders. The company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with the Monetary Authority of Singapore before making any public offer of shares and debentures.

• (ii) Public Company limited by guarantee

A public company limited by guarantee is one which its members contribute or undertake to contribute a fixed sum to the liabilities of the company by way of guarantee. It is commonly formed for carrying out non-profit making activities, such as for promoting art, charity etc.  

Singapore company requirements

Directors

A director is the person responsible for managing the affairs of the company and providing it with directions. A director must make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out his duties.

Under the Companies Act, the minimum number of directors required is one. 

A company must have at least one director who is ordinarily resident in Singapore. 

Being “ordinarily resident in Singapore” means the director’s usual place of residence is in Singapore. A Singapore Citizen, Singapore Permanent Resident or an EntrePass holder can be accepted as a person who is ordinarily resident here. Subject to compliance with prevailing laws and regulations on employment of foreign manpower, an Employment Pass holder may be accepted as a director who is ordinarily resident here. EP holders who wish to undertake a secondary directorship position in another company (apart from the company his EP is approved for), will have to apply for and be granted a Letter of Consent (LOC) before registering their directorship positions with ACRA.

Any person above the age of 18 years old can be a director of a company. There is no maximum age limit for a director. However, certain individuals (e.g. bankrupts and persons convicted of offences involving fraud or dishonesty) are disqualified from holding director positions.

Secretary

Every company must appoint a secretary within 6 months from the date of its incorporation. The company secretary must be residing locally in Singapore and he/she must not be the sole director of the company. The Secretary may also be held liable for the company's failure to comply with the law in certain situations.

Auditor

Exempted Private Limited company no need appoint Auditor, otherwise company have to appoint an auditor within 3 months from the date of its incorporation.

Qualification Criteria for Audit Exempted
Currently, a company is exempted from having its accounts audited if it is an exempt private company with annual revenue of $5 million or less. This approach is being replaced by a new small company concept which will determine exemption from statutory audit. Notably, a company no longer needs to be an exempt private company to be exempted from audit.

it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:  

• (i) total annual revenue ≤ $10m;
• (ii) total assets ≤ $10m;
• (iii) no. of employees ≤ 50 (Singaporean employees)

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