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A Comprehensive Guide to Understanding the Registrar of Companies in ������ý

Commonly known as the Registrar of Companies in countries such as the United Kingdom, India, and Bermuda, ������ý’s national regulator of business entities and public accountants is called the .

Generally, ACRA is the statutory board that oversees the regulation of companies and public accountants in ������ý and facilitates the development of companies.

In addition, ACRA ������ý is vested with the power to impose composition fines and issue court summonses to companies that have defaulted on the ongoing compliance requirements as set out under the Companies’ Act. Given ������ý’s drive to nurture a climate that is attractive, useful, and comprehensive for all businesses, companies should view the ongoing compliance requirements as beneficial to their companies and their business operations. To start with ACRA registration, you may need to check if your company or business name is already registered using our ACRA search tool.

If ACRA is the National Regulator, why do I make Submissions and Applications via Bizfile? Are Bizfile and ACRA related?

Similar to other government agencies and statutory boards, Bizfile is ACRA’s electronic portal through which companies may make their applications and submissions. The Ministry of Manpower also uses an electronic portal that can be separately accessed, known as . Prior to 2003, all applications and submissions, such as an application to incorporate a company, had to be done manually by queuing up at ACRA’s service centre. In the present day, however, ACRA has expedited the process by allowing companies to make applications and submissions electronically through Bizfile. Moreover, applications and submissions can be retrieved electronically as well by companies, as well as members of the public. Hence, it would be prudent for companies to consult a professional corporate services provider to seek advice and assistance for any applications and submissions. Ideally, a company should avoid making mistakes in its online applications to Bizfile, as certain applications and submissions made to Bizfile, (including Notices of Error) are available for purchase to the public.  Given that potential investors and potential joint venture partners may access such information before deciding to invest or work with a company, it would naturally not be preferable for a company’s business reputation to be impacted by such minor mistakes.

What kind of submissions and applications do I make via Bizfile?

Basically, almost all submissions and applications required under the Companies’ Act can be submitted via Bizfile. This includes the updating of a company’s information, such as the details of its directors, shareholders, officers, registered office address, and changes to a company’s issued and paid-up share capital. In addition, ACRA oversees and reviews applications for name reservations and incorporation, which are submitted via Bizfile. However, a certain level of familiarity and understanding of how to make the said submissions is important before doing so. For example, when submitting an application for a name reservation, a company is required to also input to new company’s desired principal activities. The principal activities accepted by ACRA are set out in the ������ý Standard Industrial Classification (“SSIC”). If a company enters the wrong SSIC code for its name reservation, this could potentially impact the approval of the name reservation application. Some SSIC codes chosen will automatically require approval from certain government entities, such as principal activities in the area of medicine, architecture, or financial advisory services.  Likewise, choosing other principal activities such as investment holding, would result in the company being unable to enjoy the attractive tax exemption rates granted by the Inland Revenue Authority of ������ý (“IRAS”). For more information on which SSIC codes are most suitable for your business’s unique needs, consult a professional corporate services provider.  It should be noted that while ACRA approves a company’s name application and its proposed principal activities, it does not grant the business license for the actual business operations.  A professional corporate services provider should be able to advise you on the additional business licenses that should be applied for.

Can I access Bizfile from overseas, or do I need to be in ������ý?

One crucial point to note is that in order to make any applications or submissions via Bizfile, you must have a SingPass. A SingPass is an electronic identity that is given to ������ý Citizens and Permanent Residents. Foreigners who hold Employment Passes, Personalised Employment Passes, EntrePass, S-Pass, Dependent Pass, Long-Term Visit Pass, and selected Work Permit Holders may also submit an application to obtain a SingPass. Upon approval of your application, the SingPass will be sent to your local address within 3  four working days. Given that all of these passes can only be applied for post-incorporation, most foreign corporations and investors will choose to engage a professional corporate services provider, who would be able to make the application for incorporation on the investor’s behalf. In addition, professional corporate services providers such as InCorp also offer complementary services such as employment pass applications; and would be able to assist foreign corporations or investors to apply for passes for their employees and dependents. As a licensed employment agency, InCorp’s team of specialists is experienced and knowledgeable about current regulations in the industry, as well as the procedures for the various types of employment pass applications.

“DIY” vs a Professional Consultant

For local and foreign entrepreneurs with a tight leash on their outgoing expenses, it may be tempting to attempt the incorporation process or corporate transactions via Bizfile by themselves. However, while this may save costs, the process of incorporation requires a degree of preparation for certain sections, such as:

• Identification number, address, and the full name of at least one director who is ordinarily resident in ������ý
• Identification or Passport number, address and the full name of the other directors
• Identification or Passport number, address, and the full name of the shareholder(s)
• Company’s registered office address in ������ý

Naturally, for inexperienced local and foreign entrepreneurs or foreign corporations, being unable to anticipate these requirements may result in unforeseen delays. Two of the requirements, in particular, are more easily achieved with the assistance of a professional corporate services provider; namely – (i) a director who is ordinarily a ������ý resident; and (ii) a registered office in ������ý. An ordinarily resident director is a director who is above 18 years of age and is ordinarily resident in ������ý. For foreign entrepreneurs or foreign corporations who may not have existing contacts in ������ý, it is the norm for them to rely on the nominee director services of a professional corporate services provider. By doing so, foreign entrepreneurs and foreign corporations can leverage the experience of a professional nominee director. They can be assured that the director can be relied on to be present and available to fulfil the annual compliance requirements. These requirements include the signing of directors’ resolutions to open a bank account or to approve the accounts of the company. You can find out more information about the role and responsibilities of a local nominee director. All companies are required, at the point of incorporation, to have a registered office in ������ý. Due to the requirements of certain lease contracts, this typically poses a difficulty for both local and foreign entrepreneurs and foreign corporations. This is because landlords may require companies to provide their company registration number on the application form, which cannot be provided prior to incorporation.  As a corporate services provider that provides various complementary services, InCorp also provides virtual offices for its clients, which can be set up within the hour upon the client’s confirmation.  Companies can therefore enjoy the prestige of having a registered office address in the central business district, with ancillary services such as a dedicated phone line and fax number, at a fraction of the cost required to lease office premises.  Foreign investors and foreign corporations in particular, or local entrepreneurs who may run most of their business operations online or from small local offices may prefer to continue utilising InCorp’s virtual offices and the services provided, even after they commence business operations.

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