Singapore Company Formation Guide for Co-Founders (2025)

Choosing Your Entity: Singapore Pte Ltd vs Delaware LLC

The first decision for any co-founding team is entity type. For Singapore-based founders, there are two primary options:

Singapore Private Limited Company (Pte Ltd)

• Regulated by ACRA under the Singapore Companies Act
• 17% flat corporate tax, with startup exemptions for the first 3 years
• No capital gains tax, no dividend withholding tax
• Access to government grants (Startup SG Founder: up to S$50,000)
• Requires at least one locally resident director
• Registration takes 1–3 business days

Best for: Co-founding teams targeting Singapore and SEA markets, government grants, or local investment.

Delaware LLC / C-Corp

• Incorporated in Delaware, USA — the standard for US VC-backed companies
• Preferred by YC, Sequoia, a16z, and US accelerators
• No Singapore residency required for any director
• SAFEs and convertible notes are simpler on a US structure
• Subject to US tax reporting obligations for all shareholders

Best for: Co-founders targeting US investors, global fundraising, or planning a US accelerator path.

Step-by-Step: How to Register a Singapore Pte Ltd as Co-Founders

Step 1: Agree on Co-Founder Terms First

Before registering, co-founders should agree on equity split, roles, and vesting. Fractionall automates this using the Slicing Pie dynamic equity model and generates the shareholder agreement template — this feeds directly into the company constitution.

Step 2: Reserve Your Company Name

Check name availability and reserve it on ACRA's BizFile+ portal. The name reservation fee is S$15 and valid for 120 days. Names must be unique and not similar to existing registered companies.

Step 3: Appoint Directors and Shareholders

Minimum requirements: 1 director (locally resident), 1–50 shareholders. Gather all party information: full legal name, NRIC/passport, residential address, and nationality.

Step 4: Prepare Incorporation Documents

• Constitution — Memorandum & Articles of Association (standard templates available)
• Shareholders' Agreement — governs equity, voting, dispute resolution
• Director Consent Form — signed by each director
• Registered Office Address — must be a Singapore address (virtual offices accepted)

Step 5: File with ACRA via BizFile+

Submit the incorporation application on ACRA's BizFile+ portal. Filing fee: S$315. Typical approval: 1–3 business days. You'll receive a Certificate of Incorporation and Unique Entity Number (UEN) upon approval.

Step 6: Appoint a Company Secretary

Required within 6 months of incorporation. The secretary handles annual returns, AGM documentation, and statutory compliance. Cost: S$300–S$600/year.

Step 7: Open a Corporate Bank Account

Options for Singapore startups: DBS Business Account, OCBC Business Account, UOB BizSmart, or digital-first alternatives like Aspire or Airwallex (faster onboarding, better FX rates).

Singapore Startup Grants for Co-Founders

Startup SG Founder Grant

Up to S$50,000 matching grant for first-time entrepreneurs. Requirements: Singapore citizen or PR as majority shareholder, an innovative and scalable business idea, and 6 months of mentorship with an Accredited Mentor Partner (AMP). Fractionall is exploring AMP accreditation to help founders access this grant.

Enterprise Development Grant (EDG)

Covers up to 70% of qualifying project costs for business capability building, innovation, and market access. Applicable to Singapore-registered SMEs.

Startup SG Tech

Proof-of-Concept grant (up to S$250,000) and Proof-of-Value grant (up to S$500,000) for startups with proprietary deep tech.

Co-Founder Legal Documents for Singapore Companies

Every Singapore co-founding team needs:

• Shareholders' Agreement — equity, voting rights, tag-along/drag-along provisions, dispute resolution
• Vesting Schedule — typically 4 years with 1-year cliff; prevents departed founders from retaining equity
• IP Assignment Agreement — all IP created by founders assigned to the company entity
• Director Service Agreement — defines each founder's role, responsibilities, and compensation

Fractionall generates all co-founder legal documents automatically — included in the company formation package from $500 USD.

Common Mistakes Co-Founders Make When Forming a Singapore Company

• Agreeing on equity before contributions are known — use Slicing Pie dynamic equity instead of a fixed split
• Skipping vesting schedules — if a co-founder leaves in month 3, they should not retain 40% of the company
• Using personal bank accounts — always open a corporate account immediately upon incorporation
• Not appointing a company secretary — it's a legal requirement and missing this triggers ACRA penalties
• Wrong entity choice — choosing Delaware when you should be Pte Ltd (or vice versa) creates expensive restructuring later