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FAQs  Coversion to a Company


Can I convert my sole-proprietorship to a company?

Technically, a sole proprietorship cannot be converted to a company. A sole proprietorship is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the sole proprietorship, inform ACRA that you have ceased to carry on business as a sole proprietorship and incorporate a new company.
In that case you may need:
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and
(ii) to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship). You are required to provide the details of the registered business (that is, the sole proprietorship) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



Can the sole director be the sole shareholder of the company?

Yes, the director and shareholder of a company can be the same person.



Can the sole director be appointed as the company secretary?

No, the sole director of a company and the company secretary cannot be the same person.



How many directors and shareholders must have a company?

With effect from 1st April 2004, a company must have at least one director and one shareholder.



What must I do if I want to convert my business to company?

Technically, a registered business (whether sole proprietorship or a partnership) cannot convert to a company. A registered business (that is, a sole proprietorship or a partnership) is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the registered business (that is, the sole proprietorship or partnership), inform ACRA that you have ceased to carry on business as a registered business and incorporate a new company.
Then you may need
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and (ii) to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



I have a partnership. How do I change it to a private limited company?

Technically, a partnership cannot convert to a company. A partnership is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the partnership, inform ACRA that you have ceased to carry on business as a partnership and incorporate a new company.
Then you may need
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and
(ii) you may need to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



Currently I have a registered business. Can I change it to a Pte Ltd company?

Technically, a registered business (whether sole proprietorship or a partnership) cannot convert to a company. A registered business (that is, a sole proprietorship or a partnership) is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the registered business (that is, the sole proprietorship or partnership), inform ACRA that you have ceased to carry on businesses as a registered business and incorporate a new company.
Then you may need
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and
(ii) to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



How can I convert my business to a company?

Technically, a registered business (whether sole proprietorship or a partnership) cannot be converted to a company. A registered business (that is, a sole proprietorship or a partnership) is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the registered business (that is, the sole proprietorship or partnership), inform ACRA that you have ceased to carry on business as a registered business and incorporate a new company. Then you may need
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and
(ii) to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



What transaction must I submit if I wish to change my business to a company?

Technically, a registered business (whether sole proprietorship or a partnership) cannot be converted to a company. A registered business (that is, a sole proprietorship or a partnership) is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the registered business (that is, the sole proprietorship or partnership), inform ACRA that you have ceased to carry on business as a registered business and incorporate a new company.
Then you may need
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and (ii) to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



What forms must I lodge to ACRA for conversion from a business to a company?

Technically, a registered business (whether sole proprietorship or a partnership) cannot convert to a company. A registered business (that is, a sole proprietorship or a partnership) is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the registered business (that is, the sole proprietorship or partnership), inform ACRA that you have ceased to carry on business as a registered business and incorporate a new company. Then you may need
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and
(ii) to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



What on-line transaction must I file to convert a business to a company?

Technically, a registered business (whether sole proprietorship or a partnership) cannot be converted to a company. A registered business (that is, a sole proprietorship or a partnership) is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the registered business (that is, the sole proprietorship or partnership), inform ACRA that you have ceased to carry on business as a registered business and incorporate a new company.
Then you may need
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and (ii) to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



Do I need to terminate my business registration before incorporating a new company using the same name?

Yes, but you may postdate the date of termination of the business registration by up to 6 months.



How long can I keep my business registration live if I am planning to incorporate a company using the same name as the business firm?

You can postdate the termination date of the business registration up to 6 months.



Can I use the same name for a business and a company?

No, The law prohibits a registered business from having the same name as another registered business entity (i.e. a company or limited liability partnership).



My business registration has been cancelled and I have ceased carrying on business under the business name. What must I do if I want to convert it to a company?

Technically, a registered business (whether sole proprietorship or a partnership) cannot be converted to a company. A registered business (that is, a sole proprietorship or a partnership) is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the registered business (that is, the sole proprietorship or partnership), inform ACRA that you have ceased to carry on business as a registered business and incorporate a new company.
Then you may need
(i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and (ii) to get new licenses or permits (as licenses and permits usually cannot be transferred).
You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done.
At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business (which can be postdated up to 3 months). Thereafter you will have to submit an online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315.



My business registration has been cancelled. Can I register a new company using the same name?

Yes. Where the registration of a business has been cancelled, you may incorporate a company using the same name as the former business name.



How long can I postdate the termination for my business registration (that is, the date I cease to carry on business) if I am going to incorporate a company using the same name?

The maximum period that you are allowed to postdate the cessation of carrying on business in such a case is 6 months.



Do all the partners have to file the online transaction to terminate the business registration?

One partner may file the notification that the partnership has ceased to carry on business online. Thereafter, all the other partners must endorse the transaction within 3 days.



What are the suffixes that I can use for a company?

There is a list of suffixes that you can select for registration of company. Some examples are Pte Ltd and Private Limited.



Must I use the words Pte. Ltd. or Private Limited as part of my company name?

Yes, if the company is a private company. However, charitable companies and certain other companies may omit the word Limited or Ltd. if the Minister approves.




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