Who this is for
- UAE-based founders adding a Singapore entity for Asian markets
- Overseas companies planning a Singapore subsidiary
- Foreign founders who need to understand the local resident director rule before they start
- Existing Singapore companies that need help organising annual filings
What Scaleon helps with
- Shortlisting company names and checking them against ACRA naming rules
- Selecting a suitable Singapore Standard Industrial Classification (SSIC) code
- Planning shareholders, directors and the local resident director requirement
- Explaining the company secretary appointment and its timing
- Arranging a registered office address through the registered provider
- Coordinating the Bizfile application with an ACRA-registered corporate service provider
- Preparing a document pack for bank account applications
- Setting up the annual return, AGM and tax filing calendar
Name and activity checks
A name must be reserved through Bizfile before the company is registered. An approved name is held for 120 days, after which it is released if registration is not completed. Some names are referred to other agencies for review, which can add time.
During the name application you choose an SSIC code for the main activity, and optionally a secondary one. Certain activities also need licences from other agencies once the company exists.
Shareholders, directors and the resident director rule
A private company needs at least one shareholder and at least one director. ACRA requires at least one director to be ordinarily resident in Singapore. Singapore citizens, permanent residents and eligible pass holders can meet this requirement.
For foreign founders, this is often the main planning point. An Employment Pass holder generally needs a Letter of Consent from the Ministry of Manpower before taking up a directorship in a company other than their employer. Some founders relocate on an eligible pass; others appoint a resident director.
- Shareholders can be individuals or companies, and can be foreign
- Directors must be individuals; at least one must be ordinarily resident in Singapore
- S Pass and Work Permit holders cannot be registered as directors or secretaries, according to MOM
- Every director owes statutory duties, regardless of how they were appointed
Nominee directors and the Corporate Service Providers Act 2024
The Corporate Service Providers Act 2024 came into effect on 9 June 2025. Under it, a person must not act as a nominee director by way of business unless the appointment is arranged by a registered corporate service provider. The provider must be satisfied that the nominee is fit and proper, including checking that the person is not disqualified from acting as a director.
If a resident director is to be provided as a nominee, this must be arranged through a registered corporate service provider. Scaleon does not supply nominee directors.
Company secretary, registered office and auditor
- A company secretary must be appointed within six months of registration, and the sole director cannot also be the secretary
- The registered office must be a Singapore address that is open and accessible to the public during normal business hours
- An auditor must be appointed within three months of registration unless the company is exempt from audit
- Changes to directors, secretaries and auditors must be notified to ACRA within the required time
Annual obligations at a glance
| Obligation | General position per ACRA and IRAS guidance |
|---|---|
| Annual general meeting | Non-listed companies: within six months after financial year end, unless exempt |
| Annual return | Non-listed companies: generally within seven months after financial year end |
| Estimated Chargeable Income | Within three months after financial year end, unless waived |
| Corporate income tax return | By 30 November each year |
Information usually needed
- Passport copies and residential addresses of all shareholders and directors
- Details of the proposed resident director
- Proposed company names and a description of business activities
- Share capital and shareholding percentages
- For corporate shareholders: certificate of incorporation, constitutional documents and a board resolution
- Information needed by the registered provider for customer due diligence
What you receive
- A structure memo covering shareholders, directors and the resident director plan
- Name and SSIC shortlist with notes on any extra licences
- Coordination of the Bizfile filing with an ACRA-registered corporate service provider
- A post-incorporation checklist covering secretary, auditor and registers
- A bank application document pack
- A first-year compliance calendar
What affects the fee
- Number of shareholders and directors, and whether any are corporate
- Whether a resident director needs to be arranged
- Registered office and company secretary arrangements
- Activities needing licences from other agencies
- Fees of the registered corporate service provider and ACRA fees, passed through at cost
Quotations are itemised, with government fees shown separately from professional fees.
How the process works
- 1
Discovery call
We discuss your plans, owners, timeline and how directors will be resourced.
- 2
Structure plan
We agree shareholders, directors, secretary arrangement, name options and SSIC codes.
- 3
Due diligence and documents
You provide identity and ownership documents for the registered provider’s checks.
- 4
Bizfile filing
The registered corporate service provider files the name and incorporation applications with ACRA.
- 5
Post-incorporation
We help with secretary appointment, bank paperwork and the compliance calendar.
Frequently asked questions
Can a foreigner own 100% of a Singapore private company?
Shareholders can be foreign individuals or companies. The key condition is that at least one director must be ordinarily resident in Singapore.
What does the resident director rule mean for foreign founders?
If no founder is a Singapore citizen, permanent resident or eligible pass holder, the company needs another person who qualifies. Employment Pass holders generally need a Letter of Consent from MOM to take up such a directorship.
When must a company secretary be appointed?
Within six months of registration. The secretary cannot be the same person as a sole director.
Can I file with ACRA myself as a foreign founder?
ACRA guidance says a corporate service provider must be engaged if any position holder is a foreigner. Scaleon coordinates this with an ACRA-registered provider.
Does Scaleon have an office in Singapore?
No. Scaleon is based in its primary UAE market and works with registered local providers for Singapore filings.