Unlimited company
A company whose members have unlimited liability, and whose constitution must say so. It comes in private, exempt private and public forms and is rarely used.
- Entiva fee to form
- $269
- Government fees to form
- S$315
- 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
- Members who accept unlimited liability.
- Businesses that want ordinary company governance and filings.
Key facts
- Liability
- Unlimited; the constitution must say so
- Forms
- Private, exempt private or public
- Local director
- At least one, ordinarily resident in Singapore
- Annual meeting (AGM)
- Within 6 months of year end
- Annual return
- Within 7 months of year end
- Statute
- Companies Act 1967
What the law requires.
5 rules, each in plain words.
The same rules as other local companies
Resident director, secretary, registered office, registers and annual return rules all apply.
At least one director who lives in Singapore
As for private companies, ACRA (the business registry) counts citizens, permanent residents, and Employment Pass, Personalised Employment Pass or ONE Pass holders as local.
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.
Unlimited liability stated in the constitution
The constitution must state that the members' liability is unlimited.
Changing between limited and unlimited goes through ACRA
A company can change to or from unlimited status through ACRA's 'Convert company type' lodgement.
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. The constitution must state that liability is unlimited. 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
Corppass is the company's digital ID for ACRA, IRAS (the tax authority) and other government e-services. Apply from one day after ACRA issues the UEN, the registration number.
- 7Appoint a company secretary (private form)
Within 6 months of incorporation.
- 8Appoint a qualified secretary (public form)
Used instead of the private form for an unlimited public company.
- 9Appoint an auditor
Within 3 months of incorporation, unless the company is exempt.
- 10Register for GST if needed
Goods and services tax (GST) is compulsory above S$1m taxable turnover and voluntary below it.
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, or for members
- Arrange the audit
Unless the company is exempt
- Hold the annual general meeting
Within 6 months after year end
- Send financial statements to members instead
Within 5 months after year end, for the private form
- File the annual return
Within 7 months after year end
- File the financial statements with the return
With the annual return, if required
- 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 eligible (revenue of S$5m or less and nil ECI)
- File the corporate income tax return with IRAS
30 November each year
- Send the yearly controller confirmation notices
Every year
- File the GST return
1 month after each accounting period, 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
- Move the registered office
- Change the company name
- Change the constitution
- Convert to a limited company
- 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 no debts, assets or charges.
- 1
Record that any registered charge is repaid
- 2
Cancel the GST registration
- 3
File the final GST return
- 4
Apply to strike the company off the register
- 5
ACRA publishes official Gazette notices; 60 days for objections
Members' voluntary winding up
The company is solvent.
- 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
Dissolution follows 3 months after lodgement, unless a court defers it
Creditors' voluntary winding up
The company is insolvent.
- 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
Amalgamation
Companies merge.
- 1
Amalgamate into one of the companies
- 2
Or amalgamate into a new company
Restoration
The company was struck off or dissolved and needs to be restored.
- 1
Apply to ACRA to restore the entity
- 2
Or apply to the High Court for restoration
- 3
Lodge the court order with ACRA
What Entiva does for you.
From the first filing to the last.
Unlimited company
- Files the incorporation on Bizfile with a constitution that states unlimited liability.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 before the 7-month deadline.Ongoing
- Files the corporate income tax return with IRAS, Singapore's tax authority.Ongoing
- Converts the company to a limited company when members want limited liability.Restructuring
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$315
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
- Convert to a limited company
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.
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.
Add S$15 if Entiva files the name application.
Closing it
Closing is a fixed-fee project, quoted before it starts.
S$20 per filing.
S$20 per filing.
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.
S$0 for the ACRA application.
S$0 for the ACRA lodgement.
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.