Is Registering a Company in Singapore Really Feasible? These Restrictions 90% of People Don’t Know

Many people assume that registering a company in Singapore is straightforward-thanks to its low entry barriers and business-friendly policies-believing that simply submitting the required documents guarantees success. In reality, however, several hidden constraints-rarely highlighted on official websites or proactively explained by intermediaries-can trip up applicants during implementation. These restrictions do not appear on the homepage of government portals, yet they directly determine whether registration will succeed and whether the company can operate lawfully thereafter.

Who Is Not Eligible to Register a Company in Singapore Directly

1. Natural persons under the age of 18 are prohibited from serving as shareholders or directors of a company.

2. Individuals declared bankrupt by a Singapore court-and who have not yet had their restrictions lifted-are barred from registering a company or assuming managerial roles for five years.

3. Individuals convicted in a Singapore court of economic crimes such as fraud or money laundering are permanently prohibited from participating in the formation of local companies.

4. Foreign nationals holding only visit passes, short-term social visit passes, or transit visas cannot complete the company registration process using such visa statuses.

5. Citizens of certain countries must submit additional notarized and authenticated police clearance certificates; otherwise, their registration applications will be placed on hold.

Company Structure and Mandatory Local Compliance Requirements

1. Every Singapore-registered company must appoint at least one company secretary who is ordinarily resident in Singapore-i.e., a Singapore citizen, permanent resident, or a qualified professional holding a valid Employment Pass.

2. The company must designate a local registered address. A P.O. Box is not acceptable; the address must be capable of receiving official correspondence and maintaining signed delivery records for at least three years.

3. At least one director must be a resident of Singapore-including citizens, permanent residents, or holders of a valid Employment Pass. Structures consisting solely of foreign directors without any local director are not approved.

4. Company names must pass a pre-approval screening by the Accounting and Corporate Regulatory Authority (ACRA). Names containing regulated terms-such as “Bank,” “Insurance,” or “Fund”-require prior written approval from the relevant sectoral regulator.

5. While share capital does not need to be paid up at incorporation, companies engaged in regulated activities-e.g., payment services or education consultancy-must set a reasonable nominal capital aligned with their actual business scope and provide supporting evidence of funding.

Additional Restrictions by Business Type

1. Companies engaged in import/export trade must separately apply for a Customs Permit Number; customs declarations may not be processed before this permit is obtained.

2. Companies offering online education services targeting students in Singapore must register their curriculum and instructor qualifications with the Ministry of Education.

3. Digital advertising agencies collecting or deploying targeted user data must comply with data processing requirements stipulated under the Personal Data Protection Act (PDPA).

4. Entities operating food-related businesses-including restaurants and retail food outlets-must obtain a separate Food Shop License from the Singapore Food Agency after company registration; incorporation alone does not confer operational authorization.

5. Real estate agencies must employ at least one licensed property agent on a full-time basis and complete practice registration with the relevant industry association.

Key Considerations: Tax Filing and Annual Reporting

1. All newly incorporated companies must register with the Inland Revenue Authority of Singapore (IRAS) for tax purposes within three months of incorporation; failure to do so may restrict eligibility to issue official tax invoices.

2. All companies-regardless of whether they generated revenue-must file annual financial statements with ACRA, either audited or certified as exempt from audit.

3. Companies failing to submit annual returns for two consecutive years will be placed on ACRA’s “Defaulters’ List”; directors may then face restrictions on registering new entities in Singapore.

4. Dividends distributed to foreign shareholders are generally exempt from withholding tax-but the underlying profits must satisfy conditions stipulated under applicable double taxation agreements.

5. Companies registered at virtual offices or shared workspaces must be prepared to substantiate genuine business operations with verifiable documentation upon their first tax audit.

The above points represent the core operational constraints that genuinely affect the feasibility of establishing and sustaining a company in Singapore. If you have specific questions-or wish to explore tailored solutions based on your nationality, business model, and long-term operational plans-we recommend conducting a proactive assessment before initiating the registration process.