How much paid-up capital does a Singapore company need?

You can incorporate a Singapore company with S$1 of paid-up capital. Whether you should is a different question. The answer depends on who will look at the number: your bank, a regulator, the Ministry of Manpower, a customer running a credit check, or your own head office deciding how to fund a new subsidiary.

The terms

• Issued share capital is the total amount shareholders have agreed to pay for their shares.
• Paid-up capital is the amount they have actually paid. If the two differ, the shares are partly paid and the company can call for the balance.
• No authorised capital and no par value. Singapore abolished both. There is no ceiling to set at incorporation, and a share has no nominal value. It is simply worth what was paid for it.

Capital can be denominated in Singapore dollars or a foreign currency, and it is on the public record at ACRA.

How many shares should you issue?

The amount of capital and the number of shares are separate decisions. S$10,000 of capital can be 10,000 shares at S$1 or 1,000,000 shares at one cent.

For a company that will raise venture funding or grant options, start with a large number of shares, such as one million or more among the founders. It makes later option grants and funding rounds easier to express in whole shares. For a wholly owned subsidiary the number hardly matters, and one share per dollar is fine.

If you plan to raise, our Founder Setup package incorporates the company with the share count, cap table and shareholders’ agreement already set up for it.

When S$1 is not enough

• Bank accounts. Banks look at capital as a sign that the business is real. A company with S$1 of capital and no funding history gets more questions.
• Licences. Some regulated activities set a minimum capital. Check the licence conditions before incorporating.
• Passes for founders and staff. There is no published capital threshold for an Employment Pass. For a new company, though, the application has to show that the company can pay the salary it has declared. Capital, or evidence of funding, is how a company with no trading history shows that.
• Customers and landlords. Enterprise procurement teams and landlords pull the ACRA profile. A thinly capitalised subsidiary is often asked for a parent guarantee.

Funding a subsidiary: equity or shareholder loan?

Groups setting up in Singapore usually fund the new company with a mix of the two. The trade-off is flexibility.

• Equity is simple and permanent, and it strengthens the balance sheet. It is easy to put in and hard to take out.
• A shareholder loan can be repaid whenever the subsidiary has cash. Singapore has no fixed debt-to-equity limit. If the loan carries interest, the rate must be at arm’s length, and interest paid to a non-resident lender is subject to withholding tax unless a treaty reduces it. An interest-free loan from an overseas parent raises transfer pricing questions in the parent’s country.

A common approach is enough equity to satisfy the bank and the first few customers, with a loan for working capital that can later be repaid or converted into shares.

Increasing capital

The company issues new shares to existing shareholders or to new investors. That takes shareholder authority for the directors to allot shares, a board resolution, payment for the shares and a filing with ACRA. A shareholder loan can be converted into shares the same way, with the debt treated as payment.

Reducing capital

Taking capital back out is a formal process. It needs a special resolution, and either solvency statements from the directors with a period for creditors to object, or court approval. It is doable, but it is slower and costlier than repaying a loan. This is the main reason not to over-capitalise a subsidiary on day one.

A rule of thumb

Set capital at a level you can explain: a few months of running costs, or the amount your first lease, licence or pass application calls for. Fund the rest by loan, and convert later if the balance sheet needs it.

This article is general information, not legal or tax advice. Based on the Companies Act 1967 and ACRA, IRAS and Ministry of Manpower guidance as at November 2026.