Playbook: Incorporate a new company

When you meet it

A new or existing client asks you to set up a Singapore private company — or hands you one that ACRA has just incorporated and wants you to take on as its corporate secretary. Either way, the file starts empty: no officers on record inside CorpSec AI, no CDD done, no first board resolutions, no compliance calendar. This playbook is the sequence for turning that into a properly governed, on-file company.

Legal basis

A handful of Companies Act 1967 requirements set the floor for any Singapore company from day one, plus the CSP's own due-diligence duty:

• Under section 145(1) of the Companies Act 1967, the company must have at least one director ordinarily resident in Singapore. [Verified]
• Under section 145(2) of the Companies Act 1967, every director must be a natural person, at least 18, and of full legal capacity. [Verified]
• Under section 171(1) of the Companies Act 1967, the company must have a secretary whose principal place of residence is in Singapore, and the office must not be left vacant beyond a limit — the exact vacancy sub-clause is to be confirmed by counsel; this is general information, not legal advice. [Needs counsel]
• The company must maintain a registered office in Singapore (general requirement).
• Under the register of registrable controllers regime under the Companies Act 1967, controllers with 25%+ significant interest or control must be identified and recorded from incorporation. [Verified]
• Authority for the first board resolutions sits in the Constitution of the Company (adopted under the Companies (Model Constitutions) Regulations 2015) — a resolution in writing signed by all directors for the time being is as valid as one passed at a duly convened board meeting (Model Constitution reg 71 by default). [Verified]
• Under the Corporate Service Providers Act 2024 (in force 9 June 2025), a registered CSP must complete customer due diligence before providing services, keep records for at least 5 years, and have at least one Registered Qualified Individual (RQI) involved. [Verified]

The standard steps (offline / compliance standpoint)

• Collect identity and background information on every proposed director, shareholder and beneficial owner before doing any substantive work for the client.
• Confirm the proposed director line-up meets the resident-director and capacity requirements, and that a secretary is lined up (the office cannot be left vacant).
• Confirm a registered office address and, once ACRA has issued the UEN, record it against the company file.
• Prepare the first board resolutions — appointment of officers, opening bank accounts, adopting the constitution, appointing the auditor if required — under the authority of the constitution.
• Identify and record registrable controllers (25%+ interest or control) for the internal and central registers.
• Set the financial year end so the recurring compliance calendar (AGM/AR exemption checks, annual return, etc.) can be computed.

Before you start — prerequisites, materials & parties

• Prerequisites: CDD run on every proposed director, shareholder and beneficial owner before any document is drafted (the hard gate); a proposed company name; at least one director ordinarily resident in Singapore lined up; a secretary lined up; and a registered office confirmed.
• Materials: each officer's identity and address documents, the shareholding structure (who holds what), the intended financial year end, the constitution to be adopted (Model Constitution or bespoke), and the UEN once ACRA issues it.
• Parties: the proposed directors and shareholders, the beneficial owners / registrable controllers, the incoming secretary (often your firm, with a named RQI), and ACRA (which issues the UEN and the register).

Common pitfalls & edge cases

• No locally resident director. A foreign-founder company with no Singapore-resident director cannot meet section 145(1). A resident director (or a nominee arrangement, handled properly) must be in place — CorpSec AI flags the gap.
• Drafting before CDD passes. The hard gate blocks document generation until CDD is passed. Do not try to prepare first resolutions before screening every officer and controller.
• Registrable controllers not captured at day one. The RORC should be populated from incorporation. Waiting until later means the 7-day / 2-business-day clocks may already be running.
• FYE set carelessly. The financial year end drives the AGM window and the annual-return deadline forever after. A hasty or wrong FYE is painful to fix later (see FYE change) — set it deliberately.
• Sole director also named as secretary. A sole director cannot also be the secretary. The first resolutions must appoint a different person to the secretary role.
• Assuming CorpSec AI submits to BizFile. Live BizFile submission is on the roadmap — the actual incorporation is still lodged through the usual channel; the workflow records it.

Timing & sequence

• CDD on all officers/controllers → confirm director/secretary/office minimums → (ACRA issues the UEN) → first board resolutions → approval and signing → set the FYE so the compliance calendar computes forward.
• CDD is the gate before everything. The FYE is the anchor for all recurring deadlines — set it once, correctly. Live BizFile submission of the incorporation itself is on the roadmap.

In CorpSec AILive

1. Add the companyIn Companies → Add company, enter the company name and UEN. If the UEN is not yet issued, you can start the file and add it once ACRA confirms incorporation.
2. Run KYC/CDD before anything is draftedOpen the Compliance tab and click Start KYC for each officer, shareholder and beneficial owner. CorpSec AI runs screening, helps you set a risk rating, and prompts enhanced due diligence where warranted. This is a hard gate — no document can be generated for the company until its CDD is passed.
3. Identify registrable controllersFor anyone with 25%+ interest or control, CorpSec AI walks the beneficial-ownership look-through so the company's register of registrable controllers is populated from the start.
4. Create the incorporation taskIn the left panel click + New task, choose the company, and pick the incorporation task type. CorpSec AI lays out the workflow — director/secretary check, first resolutions, approval, signing, and calendar setup — in the step progress strip.
5. Verify director and secretary minimumsCorpSec AI checks the proposed line-up against the resident-director and secretary requirements and flags any gap before drafting continues.
6. Draft the first board resolutionsThe AI drafts the initial resolutions (officer appointments, bank account, constitution adoption) in the Document tab, referencing the company's constitution as authority. Fix wording by selecting text and commenting — the AI makes just that edit.
7. Four-eyes approval and signingRoute the resolutions for approval by a different, suitably senior colleague. Once approved, the Signing tab creates a signing link per signatory; track Signed/Pending and send reminders.
8. Set up the compliance calendarRecord the financial year end so the Calendar can compute recurring deadlines (annual return and related filings) from it going forward.