Guide to ACRA: Registrar of Companies (ROC) in Singapore

Article Overview:

• Role of ROC in Singapore
• What is Bizfile
• Bizfile Application
• Accessing Bizfile Internationally
• Bizfile Management DIY vs Consultant

What is the role of the Registrar of Companies (ROC) in Singapore?

Singapore's national regulator of business entities and public accountants, is called ACRA (Accounting and Corporate Regulatory Authority). Commonly referred to as the Registrar of Companies in countries such as the United Kingdom, India, and Bermuda.

ACRA is the statutory board that regulates businesses and public accountants in Singapore and promotes their growth. Furthermore, ACRA has the authority to impose composition fines and issue court summonses to firms that have missed deadlines for continuing compliance obligations outlined in the Companies Act. All ongoing compliance requirements required by ACRA should be viewed as useful to their business and operations, in Singapore's attractive business climate.

For example, companies may now obtain free data analysis with ACRA's recent implementation of the new XBRL system, which may compare the firm's performance against three other competitors, and the industry median or assess the company's financial performance over a five-year period.

To register with ACRA, first check if your business name is registered through this ACRA search tool.

What is Bizfile and its role in the Company Registration Process?

Bizfile is ACRA's online portal through which businesses may submit their applications and proposals, much like other government departments and statutory boards. The Ministry of Manpower also has its own electronic portal known as EPOL (“Employment Pass Online”), which can be accessed independently.

Before ACRA came into existence, all business applications had to be filed manually through ACRA's service centre. However, in today's climate, ACRA has accelerated the procedure by allowing businesses to submit applications and documents electronically through Bizfile. Furthermore, companies as well as members of the general public, may access their applications and submissions online.

A company should exercise caution while filling out its online Bizfile forms as certain documents (including Notices of Error) are available for public access, upon purchase.

Given that potential investors and prospective joint venture partners may see such data before deciding to invest or collaborate with a firm, it would not be ideal for a firm's business reputation to be harmed by minor errors.

Applications to be Submitted Through Bizfile

Essentially, the majority of corporate filings and applications required by the Companies Act may be completed through Bizfile. This includes editing a company's information, such as its directors, shareholders, officers, registered office address, and amendments to share capital including issued and paid.

The name registrations and incorporation applications which are managed through ACRA are also required to be submitted through Bizfile. Before submitting a name application it is essential to outline the business's primary operations which will take place in Singapore under the Business name.

How to access Bizfile Outside of Singapore

Bizfile is available online for any country. Please note that the Bizfile website only works with Internet Explorer 8.0 and below. As a result, if your current version of Internet Explorer (IE 11) has been upgraded, you may run into several problems accessing certain parts of the site.

Another point to keep in mind is that in order to utilise Bizfile, one must have a SingPass. A Singaporean or permanent resident's electronic identity known as a SingPass.

Foreigners who hold Employment Passes, Personalised Employment Passes, EntrePass, S-Pass, Dependent Pass, Long-Term Visit Pass-Plus 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 four working days.

Because all of these permits may only be applied for after incorporation, most foreign businesses and investors will want to engage a professional corporate services company, which will be able to file the incorporation paperwork on their behalf.

Bizfile Self Management vs Professional Consultant

It may be tempting for local and international businesses with a limited budget to go solo when it comes to incorporating or executing business activities via Bizfile. However, while this may save money, the incorporation procedure includes elements that need to be prepared for, such as:

• At least one Singapore citizen, who is a director in charge of the holding company and resides permanently in Singapore, must be identified.
• Identification or Passport number, name and residence of the other directors.
• Identification or Passport number, name and residence of shareholders.
• Company’s registered Singapore office address.
• If the company intends to use its own unique M&AA, then a Memorandum and Articles of Association (“M&AA”) of the company is required.

Usually, for inexperienced local and international entrepreneurs or foreign businesses, failing to meet these criteria may result in unforeseen delays. Two of the requirements in particular are easier to fulfill with the help of a professional corporate services provider: (i) a director who is usually a Singapore citizen; and (ii) a registered office in Singapore.

A typical resident director is a director who is over 18 years old and is usually resident in Singapore. For international businesses or foreign corporations without prior connections in Singapore, using a professional corporate services provider's nominee director solutions is common.

Foreign entrepreneurs and foreign businesses may benefit from the expertise of a professional nominee director, as well as be certain that the director will be there and accessible to satisfy annual compliance standards such as signing directors' resolutions to open a bank account, or approval of accounts for the company. 

Companies must have a registered office in Singapore at the time of incorporation. Due to the constraints of certain lease agreements, this frequently poses a problem for both local and international entrepreneurs and foreign corporations, since landlords may ask businesses to provide their business registration number on the application form, which can't be provided until incorporation.

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