In Singapore, a certificate of incorporation is issued after you incorporate a company. This is an official document that confirms the legal status of a fully registered company.
It acts as an official record of the company’s existence and furnished as and when required in the course of business. As a business professional, familiarizing yourself with this legal document can provide you with a deeper understanding of its uses and importance.
In this article, we will discuss what a Singapore certificate of incorporation is, explain its significance, and outline the steps to apply for one.
What Is A Singapore Certificate Of Incorporation?
A Singapore certificate of incorporation is an official document that is issued by the Accounting and Corporate Regulatory Authority (ACRA) upon the official registration of a business in Singapore.
According to the Companies Act of 1967, the certificate of incorporation supplied by ACRA serves as conclusive evidence of incorporation.
The following details can be found on the Singapore certificate of incorporation:
- Name of the business
- Unique Entity Number (UEN)/Registration Number
- Date of incorporation
- the type of corporate entity (private limited, public limited, etc.)
- the company’s previous names, if any
The Singapore certificate of incorporation serves as evidence that the company was officially founded or incorporated on the specified date and that it has complied with all legal requirements necessary for forming a company.
Please note that the Singapore certificate of incorporation is not granted immediately upon the establishment of a business.
Instead, a statement is sent via email as the first form of e-notification of incorporation. This information, provided in place of the COI, is made available to you by the Singapore Registrar of Businesses after the incorporation is submitted.
However, such an electronic document is not accompanied by an official signature and essentially outlines the Singapore company’s basic details without a legal authentication seal from the Registrar.
Consequently, you may only use the e-notification as an unofficial registration certificate for your Singapore company.
Importance Of The Singapore Certificate Of Incorporation
The Singapore certificate of incorporation is a crucial document for companies as it serves as proof of the company’s legal existence.
Incorporation creates a separate entity for the business, providing personal liability protection for the owners. This means that companies can only conduct activities in the business’s name if they possess this endorsement.
The Singapore certificate of incorporation is also frequently requested as evidence of the company’s existence and legal status.
This is particularly true when the business is engaging in formal and structured agreements or contracts or when it is conducting business with foreign entities or government agencies.
A valid Singapore certificate of incorporation may be necessary for various professional pursuits, including opening corporate bank accounts, submitting applications for loans and financing, proving the legitimacy of the company and marketing the business to outside buyers.
Other related responsibilities include signing formal business agreements, demonstrating the legal status of the company, and applying for permits and licenses and more.
Note: Most public records are now kept digitally and are accessible online. Parties conducting due diligence on a transaction are likely to search ACRA’s public register of businesses online to verify the status of the organizations they are dealing with.
Who Issues The Singapore Certificate Of Incorporation?
The Accounting and Corporate Regulatory Authority (ACRA) is the Singapore government agency responsible for creating, authenticating, issuing, distributing, and regulating incorporation certificates.
Following incorporation, ACRA will email the company’s officers and the person in charge of the filings with an e-notification of incorporation. There is no signature on these e-notifications.
Companies may occasionally be required to deliver signed copies of the Singapore certificate of incorporation to third parties as part of their business operations. For a cost of S$50, an electronic Singapore certificate of incorporation can be acquired through BizFile for such cases.
After incorporation, these certificates can also be purchased from ACRA with electronic signatures as and when needed.
The electronic Singapore certificate of incorporation via BizFile may only be purchased by position holders (i.e., business owners, corporate officers, authorized representatives, and partners in the case of LLPs and LPs) and approved corporate service providers of the entity.
How To Apply For The Singapore Certificate Of Incorporation
ACRA is the governing authority responsible for company registration. This government statutory board prepares, signs, and issues the COI to eligible companies.
The certificate confirms the formation of the company on the stated date, regulatory compliance, and the separation of the company’s legal identity from the owners.
To purchase a Singapore certificate of incorporation that confirms a company’s incorporation and is also electronically signed by an ACRA officer, follow these steps:
Step 1: Log in to BizFile+
To proceed, please log in to ACRA’s BizFile website and make the necessary purchase online. ACRA’s BizFile+ platform offers businesses a wide range of valuable services that are accessible worldwide.
Please be aware that only authorized corporate service providers, LLP/LP partners, managers, company officers, and business owners who are purchasing statutory certificates on behalf of the company entity may use their SingPass logins to purchase it.
Step 2: Select “Buy Information”
To purchase information on the ACRA portal, simply navigate to the “Buy Information” section.
You will find a few types of business information available under this tab such as Business Profile, Extracts, and Registers. Select the product that corresponds to your needs and proceed from there.
Step 3: Pay the S$50 processing charge
To purchase an electronic Singapore certificate of incorporation with a valid signature, choose the appropriate product from the list of options and proceed accordingly. The standard fee for a certificate of incorporation is S$50, which is applicable each time you request a copy.
Step 4: Wait for confirmation from ACRA
Once your purchase is complete, ACRA will notify you via email and provide a URL for you to download the electronic certificate. If you purchased the certificate using Singpass, you can log in to the ACRA BizFile+ portal and click on “Messages” to access the same email notification.
Typically, you can expect to receive the certificate within 15 minutes of completing the transaction.
Step 5: Save a signed copy of your company’s Singapore certificate of incorporation
Please be aware that the download link for your purchased product will expire 7 days from the date of purchase, and no further extensions can be made. After purchasing your Singapore certificate of incorporation, it’s essential to keep a copy on file.
This is because the certificate serves as proof of the legal existence of your business, and it may be required by various parties.
For example, if you apply for a business loan, you may need to provide a copy of your certificate to the lender. Similarly, if you enter into a partnership agreement with another business, they may request a copy of your certificate to verify your legal status.
Additionally, your board members, investors, or other stakeholders may want to review the certificate to ensure that your business is in good standing with the state.
Therefore, it is important to keep a copy of your Singapore certificate of incorporation in a safe and easily accessible location, so that you can quickly provide it to anyone who needs to see it.
Who Is Eligible To Purchase the Singapore Certificate Of Incorporation?
There are restrictions on who is eligible to purchase the Singapore certificate of incorporation. These restrictions are in place to prevent fraudulent use of the document. For example, anyone with access to the certificate may open a bank account under the company’s name without authorization. Limiting the individuals who can receive the COI helps to protect the interests of the company.
Below are the appointment holders in a company who are eligible to purchase the certificate:
- Business owners
- Company officers
- Group secretaries
- Authorized representatives
- Authorized corporate secretaries
- Managers and partners, for limited or limited liability partnerships
How We Can Help - Company Incorporation With SJH Advisory
Incorporating a company in Singapore can be a complex process that involves various compliance requirements. However, with SJH Advisory, you don’t have to worry about navigating this process alone because our expert consultants can guide you through every step of the way.
We will help ensure that all your paperwork is in order and that your business is set up for long-term success.
In addition to our comprehensive incorporation services, we also offer ongoing support to our clients. Whether you need assistance with compliance or simply have questions about running your business in Singapore, our team is here to help.
We understand that starting a new business can be overwhelming, but we’re committed to making the process as seamless as possible for you.
Whether you have any enquiries or simply want to schedule a FREE consultation with our experts, we’re here to answer your question as soon as possible. Contact us today to learn more about how we can help you set up your business in Singapore.
Singapore Certificate Of Incorporation - Frequently Asked Questions
To purchase a Singapore certificate of incorporation that is also electronically signed by an ACRA officer, log in to ACRA’s BizFile website and make the necessary purchase online.
Navigate to the “Buy Information” section and choose the appropriate product from the list of options and proceed accordingly. The standard fee for a certificate of incorporation is S$50.
Once your purchase is complete, ACRA will notify you via email and provide a URL for you to download the electronic certificate. Be aware that the download link for your purchased product will expire 7 days from the date of purchase, and no further extensions can be made.
A digital copy of the certificate of incorporation should have been sent to you after purchase if your company was founded after May 31, 2018. If you can’t locate it in your inbox, look in your junk mail.
If you lost the physical copy you had for your business, which was created before May 31, 2018, you can receive a new one at a small fee.
There are some restrictions on who can purchase the Singapore certificate of incorporation. Only the following individuals may obtain statutory certificates on the entity’s behalf, including the Singapore certificate of incorporation:
- Company executives (if listed in the business profile)
- Company owners
- Partners, managers of LLP/LP
- Authorized business service providers
- Authorized representatives
- Group secretary
These limitations stop the document from being used fraudulently. Anyone who has access to the certificate, for instance, can create a bank account in the company’s name without getting permission.
The interests of the corporation are protected when the recipients of the COI are restricted.
Along with the Singapore certificate of incorporation, your company may need to submit other essential documents before doing business. Here are other certificates your business may need to file:
- Certificate of Good Standing: This document, which features the scanned signature of the Assistant Registrar of ACRA, attests to the active status of a company that has its headquarters in Singapore.
- Certificate Confirming Registration of Charge: This confirms that a charge has been made once an entity has registered it with ACRA.
- Certificate Confirming Registration of Transfer by Company: This attests to the fact that an entity has transferred its registration from another country and is now registered in Singapore.
Processing of the Singapore certificate of incorporation takes around 15 minutes. Once the payment is made, you will receive an email with a URL to download the electronic certificate.