Private Limited

Incorporating a Private Limited Company in Singapore

Private Limited Company (‘Pte Ltd’) is the most common type of company, which is limited by shares. The company may be registered with one shareholder. The shareholder can be either an individual or a corporation and there is no requirement for the shareholder to be a Singapore resident. The shareholder is liable to the amount, if any, unpaid on the shares issued to them. There is no minimum requirement for capital.

Facts to note about a Private Limited Company.

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Definition: A business form which is a legal entity separate and distinct from its shareholders and directors

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Owned by:

  • Exempt Private Company –20 members or less and no corporation holds beneficial interest in the company’s shares
  • Private Company – 50 members or less
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Legal Status:

  • A separate legal entity from its members and directors
  • Members have limited liability
  • Can sue or be sued in company’s name
  • Can own property in company’s name
  • Members not personally liable for debts and losses of company
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Registration Requirements:

  • At least one shareholder
  • At least one director ordinarily resident in Singapore, at least 18 years old
  • If a foreigner wishes to act as a local director of the company, he can apply for an EntrePass from the Ministry of Manpower
  • Undischarged bankrupts cannot be a director and cannot manage a company without approval from the Court or the Official Assignee.
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Formalities and Expenses:

  • More costly to set up and maintain
  • More formalities and procedures to comply with
  • Must appoint a company secretary within six months of incorporation
  • Must appoint an auditor within three months after incorporation unless the company is exempt from audit requirements
  • Annual Returns must be filed. Statutory requirements for general meetings, directors, company secretary, share allotments, etc. must be complied with.
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  • Profits taxed at corporate tax rates
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Continuity in Law:

  • A company has perpetual succession until wound up or struck off
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Closing the Business:

  • Winding Up – Voluntarily by members or creditors, compulsorily by the High Court
  • Striking off

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Victor Lai

Regional Managing Director, Boardroom Corporate & Advisory Services