Private company limited by shares
The standard Singapore operating company: a separate legal entity with limited liability and no more than 50 members (owners), who can be individuals or companies.
- Entiva fee to form
- $269
- Government fees to form
- S$430
- Run plan
- $99 a month
- Steps to form
- 10
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Act 1967.
Who it suits
- Running an operating business with limited liability.
- Up to 50 owners, who can be individuals or companies.
- Most can claim the small-company audit exemption and skip annual general meetings (AGMs).
Key facts
- Liability
- Limited; a separate legal entity
- Members
- Up to 50 owners, individuals or companies
- Local director
- At least one, ordinarily resident in Singapore
- Secretary
- Lives in Singapore; appointed within 6 months
- Audit
- Exempt if small (2 of 3 size tests) or dormant
- Annual meeting (AGM)
- Within 6 months of year end, unless exempt
- Annual return
- Within 7 months of year end; S$60; late penalty from S$300
- Statute
- Companies Act 1967
What the law requires.
10 rules, each in plain words.
At least one director who lives in Singapore
ACRA, the Singapore business registry, counts citizens, permanent residents and holders of an Employment Pass, Personalised Employment Pass or ONE Pass as local residents.
A company secretary who lives in Singapore
Appointed within 6 months of incorporation, the post cannot stay vacant for over 6 months, and a sole director cannot be the secretary.
A registered office in Singapore, not a P.O. box
From 20 Oct 2026: records open to inspection at least 2 hours each relevant business day after reasonable notice. Until 19 Oct 2026: open to the public at least 3 hours.
An auditor, unless the company is exempt
Within 3 months of incorporation; exempt if small (2 of 3: revenue up to S$10m, assets up to S$10m, up to 50 employees) or dormant (no accounting transactions).
Registers of controllers and nominees from incorporation
For companies incorporated from 16 Jun 2025, the details also go to ACRA's central registers on the incorporation date.
An annual general meeting (AGM), unless exempt
Within 6 months of year end; exempt if financial statements go to members within 5 months, or all members resolve to dispense with it.
An annual return with financial statements
Within 7 months of year end, with accounts in XBRL, a digital format (simplified XBRL plus a PDF for smaller companies that are not publicly accountable).
Only the person who reserved the name can register the company
That person must be appointed a director or secretary.
Foreigners without Singpass register through a CSP
Singpass is Singapore's digital ID; a corporate service provider (CSP) is registered with ACRA to file for others.
Corppass set up once the registration number (UEN) is issued
Corppass is the corporate digital identity for ACRA, IRAS (the tax authority) and other government e-services.
How Entiva forms it.
10 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
10 steps- 1Reserve the company name
ACRA charges S$15 and holds an approved name for up to 120 days.
- 2Register the company with ACRA
Entiva files on Bizfile, ACRA's online filing service, with the first directors, shareholders, constitution and financial year end. ACRA charges S$300.
- 3Set up the registered office address
Entiva supplies the Singapore address and keeps it compliant with ACRA's opening or inspection rule.
- 4Open the controller and nominee registers
Controller and nominee details go to ACRA's central registers on the incorporation date.
- 5Appoint a resident director if neededOnly if needed
Only needed if no director is ordinarily resident in Singapore. Filed within 14 days.
- 6Set up Corppass for government services
Apply from one day after ACRA issues the UEN, the registration number. Bizfile and IRAS e-services need it.
- 7Appoint the company secretary
Within 6 months of incorporation; a sole director cannot also be the secretary.
- 8Appoint an auditor
Within 3 months of incorporation, unless the company is exempt.
- 9Register for GST if needed
Goods and services tax (GST) is compulsory above S$1m taxable turnover and voluntary below it.
- 10Register a trading name (optional)
Needed only before trading under a name other than the registered one.
Documents
8- Constitution: the Model Constitution or a custom one
- Subscribers' declaration of the shares each takes
- Form 45: each director's consent to act and non-disqualification statement
- Form 45B: the secretary's consent to act, if appointed at incorporation
- Ownership chart down to each individual, if an owner is a company or trust
- Dated confirmation from each registrable controller
- ACRA notice of successful incorporation
- ACRA Business Profile
Who takes part
8- Every director verifies their identity and signs Form 45 personally
- A nominee director, if used, is verified and assessed as fit and proper
- The secretary lives in Singapore, is verified and signs Form 45B personally
- Every individual shareholder is identified
- Anyone with more than a 25% interest or significant control is verified
- The person a nominee acts for, the nominator, is verified
- A company, LLP or trust member is verified, with its directors and beneficial owners
- Foreign politically exposed people and other high-risk cases also give source of wealth
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
12 filings- Prepare the financial statements and directors' statement
Ready for the AGM (within 6 months of year end) or for members (within 5 months)
- Arrange the audit
Before the financial statements are finalised, unless exempt
- Hold the annual general meeting
Within 6 months after year end, unless exempt
- Send financial statements to members instead
Within 5 months after year end, in place of the AGM
- File the annual return
Within 7 months after year end (8 with an overseas branch register); fee S$60
- File the financial statements with the return
With the annual return, in XBRL (smaller companies: simplified XBRL plus PDF)
- File Estimated Chargeable Income (ECI), a tax estimate
Within 3 months after year end
- Record that no ECI filing is needed
At the ECI deadline, if revenue is S$5m or less and ECI is nil
- File the corporate income tax return with IRAS
30 November each year, on Form C-S (Lite), C-S or C
- Send the yearly controller confirmation notices
Every year, even if nothing has changed
- File the GST return
1 month after each accounting period (GST F5), if GST registered
- File employees' income records with IRAS
1 March each year, if there are employees
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Remove a director or record a resignation
- Transfer shares between members
- Issue new shares
- Update the register of controllers
- Move the registered office
- Change the company name
- Change the constitution
- Record that an auditor has stopped acting
- Record a secretary's resignation or removal
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary strike-off
The company has stopped trading or never traded, and has no debts, charges, assets or legal proceedings.
- 1
Record that any registered charge is repaid
- 2
Cancel the GST registration
- 3
File the final GST return
- 4
File the annual return
- 5
Apply to strike the company off the register
- 6
ACRA publishes official Gazette notices; 60 days for objections
- 7
Withdraw the application if plans change (optional)
Members' voluntary winding up
The company is solvent and its debts can be paid within 12 months.
- 1
Lodge the directors' declaration of solvency
- 2
Lodge the winding-up resolution and publish notices
- 3
Appoint the liquidator
- 4
File the liquidator's accounts
- 5
File the return of the final meeting
- 6
Cancel the GST registration
- 7
File the final GST return
- 8
Dissolution follows 3 months after lodgement, unless a court defers it
Creditors' voluntary winding up
The company cannot continue its business.
- 1
Swear and lodge the declaration of inability (Form 65A)
- 2
Lodge the winding-up resolution and publish notices
- 3
Appoint the liquidator, who must be a licensed insolvency practitioner
- 4
Lodge the statement of affairs and creditors' meeting notice
- 5
File the liquidator's accounts
- 6
File the return of the final meeting
Simplified Winding Up Programme
An eligible micro or small company that is insolvent.
- 1
Pass the resolution and give notice of intention
- 2
Publish and lodge the notice of entry
- 3
Notify early dissolution
Amalgamation
Companies in a group merge into one.
- 1
Amalgamate into one of the companies
- 2
Or amalgamate into a new company
What Entiva does for you.
From the first filing to the last.
Private company limited by shares
- Files the incorporation on Bizfile and collects each director's signed Form 45.Formation
- Provides a Singapore registered office address and keeps it compliant with ACRA's rule.Formation
- Opens the controller and nominee registers and lodges the details with ACRA's central registers.Formation
- Files the annual return, pays the S$60 fee and attaches the financial statements.Ongoing
- Files the corporate income tax return with IRAS, Singapore's tax authority, by 30 November.Ongoing
- Files each director appointment on Bizfile within 14 days, with the director's signed Form 45.People
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$269one-off
- Government fees
- S$430
Steps marked only if needed are not counted.
Closing it
From $379
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Singapore
- Company secretary
- Arrange the audit
- Hold the annual general meeting
- Send financial statements to members instead
- File the annual return
- File the financial statements with the return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register for GST if needed
- Prepare the financial statements and directors' statement
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $269, one-off. Government fees are passed through at cost.
S$15 for every entity type, including VCCs.
S$300 registration, plus the separate S$15 name application.
Late registration risks a fine of up to S$10,000 plus a 10% penalty on GST due, with registration backdated.
S$15 name application plus S$100 registration for 1 year. The 3-year registration is S$160, so S$175 in total, if CPF Board conditions are met.
Excludes steps marked only if needed.
Every year
The Run plan costs $99 a month ($1,188 a year).
S$60 per filing. Late filing adds S$300 or S$600, applied automatically by Bizfile.
No separate fee; covered by the S$60 annual return fee.
Tax at the flat 17% rate is payable on assessment.
Tax at the flat 17% rate is payable on assessment, within 1 month of the Notice of Assessment.
Changes
Routine changes are included in the Run plan.
IRAS duty is 0.2% of the higher of price or value, rounded down, minimum S$1. Late: S$10 or the duty, S$25 or 4x duty after.
S$15 name application, non-refundable if rejected or withdrawn. Notice of resolution and entity-name update are S$0.
Closing it
Closing is a fixed-fee project, quoted before it starts.
S$60 per filing. Late filing adds S$300 or S$600, applied automatically by Bizfile.
S$20 per filing.
S$20 per filing.
A lodgement fee of S$20 applies to notices of appointment of liquidators.
Add S$15 if a new name is reserved. The S$300 registration fee applies only if the amalgamated company is new.
S$400 amalgamation registration, plus S$300 to register the new company and S$15 for the name application.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.