Paid-Up Capital in Singapore: Legal Requirements and Why It Matters to Your Business

What Is Paid up Capital Singapore?

Paid-up capital is the total amount of money you and other shareholders have invested in your company in exchange for the issued shares.

When you formed your company, you authorised a certain number of shares to be issued, and you and other shareholders invested capital to purchase these shares. The money collected from all of you for the issued shares forms the paid-up capital of your business.

In Singapore, every company is required to maintain a certain amount of registered paid-up capital. 

Paid-up capital must be in cash, and it needs to be deposited into the company’s corporate bank account immediately upon incorporation.

Calculation and Components of Paid Up Capital

Now that you understand the paid-up capital meaning, let’s see how it is calculated. The two primary components of paid-up capital are the contributions received from shareholders and the shares issued. Companies issue shares to raise funds. The total sum received from shareholders against the shares issued to them makes up the paid-up capital.

Let’s assume a company, XYZ Ltd, issues 10,000 shares at SGD $10 each. If all these shares are subscribed to and the shareholders pay in full, the company receives SGD $100,000. So, what is its paid-up capital? In this case, the company’s paid-up capital is SGD $100,000. If the company has issued only 5,000 shares, the paid-up capital will be SGD $50,000. However, if only half of this is obtained from shareholders, then the paid-up capital will be SGD $25,000 and will increase when the full sum is received from shareholders.

What Makes Paid-up Capital Crucial for Businesses?

Having enough paid-up capital is essential for your business for several reasons:

• Financial Stability: It creates a solid financial foundation, helping your business withstand economic challenges and initial startup hurdles.
• Credibility: It enhances your business's credibility and reputation in the market.
• Operational Flexibility: You can efficiently manage day-to-day operations, invest in essential equipment, and recruit skilled talent.
• Ability to Attract Investors: A well-capitalised business is more likely to attract external funding and investment, supporting your expansion plans and business development.
• Dividend Distribution: It determines the share of profits distributed to shareholders as dividends, ensuring fair distribution based on their investment.
• Borrowing Capacity: It enhances your business's creditworthiness, increasing the chances of obtaining favourable borrowing terms when seeking loans or credit.

How Is Paid-up Capital Different From Share Capital?

Companies can raise funds by selling their shares to investors. Any capital acquired through this process is known as share capital. This capital can be issued even when the company doesn’t receive a full payment from the shareholders. An interesting thing about share capital in Singapore is that the minimum issued share capital is set as S$1 when the company is incorporated. Paid-up capital merely refers to the sum paid by shareholders to acquire the said shares. 

For instance, let’s assume a company has issued 10,000 shares to its shareholders at SGD $10 each. However, the shareholders paid only 50% of the total sum due for their respective shareholdings. In this scenario, the paid-up capital is only SGD $50,000 because this is the sum the company has received. The remaining SGD $50,000 will be the unpaid share capital. Upon receiving the full sum due, the company’s share capital will be SGD $100,000 because this is the capital obtained through the issue of shares.

Companies can raise funds by selling their shares to investors. The share or authorised capital represents the total amount the company can raise by selling its shares.

Some shareholders pay the total share price immediately, while others still owe money for their shares. The portion already paid is 'paid-up capital,' while the money still owed is 'unpaid share capital.'

How is Paid Up Capital Different from Authorised Capital in Singapore

In Singapore, authorised capital refers to the maximum capital a company can raise by issuing shares. The company shareholders determine the authorised capital, which is included in the company’s Memorandum and Articles of Association. So, it essentially refers to the total value of shares that a company can issue to its shareholders over their lifetime. The authorised capital can be increased or decreased by seeking the required approvals from the company shareholders and filing the same with the Accounting and Corporate Regulatory Authority in Singapore.

On the other hand, paid-up capital refers to the funds a company actually receives from its shareholders. For instance, a company might have an authorised capital of SGD $100,000 divided into 10,000 shares worth SGD $10 each. However, if it receives only S$50,000, then the paid capital is SGD $50,000. Also, companies don’t have to issue shares equivalent to the entire sum of authorised capital. Instead, they can issue them gradually, depending on the company’s capital requirements.

How is Paid-up Capital different from Retained Earnings in Singapore?

It’s important to understand what paid-up capital in Singapore means in relation to retained earnings. Paid-up capital is the amount a company receives from shareholders in lieu of the shares issued to them. Meanwhile, retained earnings refer to any accumulated profits a company has made over the years. It is the sum that’s left untouched and not distributed as dividends. 

If paid-up capital is the starting point of obtaining funds, then retained earnings are the profit reserves stored within. For instance, a company obtains SGD $100,000 as paid-up capital by issuing shares and makes a profit of SGD $25,000. If this SGD $25,000 is not distributed as dividends or used for any other purpose and is instead saved, it becomes the company’s retained earnings. 

What Can You Use Your Paid-up Capital For?

It can facilitate business operations, provided there are no constitutional restrictions. It serves as an additional monetary source, eliminating the necessity for relying solely on corporate reserves. In times of financial challenges, the unused paid-up capital and other company assets can be utilised to repay creditors.

What Is the Minimum Amount of Paid-up Capital Needed in Singapore?

The minimum paid-up capital needed to register a company in Singapore is S$1 or its equivalent in any internationally accepted currency.

However, recent changes in regulations have removed the paid-up capital requirement for New EntrePass applicants, making it accessible for global startup talent.

It is important to note that companies in regulated industries might have higher minimum paid-up capital requirements. For instance:

• Insurance companies: SGD $300,000 applies to very limited licences, as regulated by the Monetary Authority of Singapore (MAS)
• Telecom companies: SGD $100,000. It applies specifically to prepaid services under the Service-based Operations (SBO) Licence, regulated by the Info-communications Media Development Authority (IMDA)
• Travel agencies: SGD $50,000 for niche licences and SGD $100,000 for general licences, as regulated by the Singapore Tourism Board (STB)
• Public accounting firms: SGD $50,000, as regulated by the Accounting and Corporate Regulatory Authority (ACRA)

Paid-up capital is essential for business formation, but several misconceptions surround it. 

For example, many first-time founders believe it can be freely withdrawn once deposited. In reality, paid-up capital is locked into the company for operational and legal purposes. It is crucial to note that improper use or distribution of paid-up capital, such as withdrawing funds for personal use without following the proper loan or dividend procedures, can be a breach of the Singapore Companies Act and constitute a breach of fiduciary duty. Ensuring compliance with these rules safeguards the company’s credibility, protects shareholders, and avoids legal penalties.

Another common misconception is that higher paid-up capital guarantees EntrePass approval. While it may strengthen an application, it is not the sole factor considered by the Ministry of Manpower. Addressing these misunderstandings early helps founders mitigate compliance risks and manage expectations effectively.

Once your company is registered, you can increase the paid-up capital while following your company's rules and guidelines.

Benefits of Having a Higher Paid-Up Capital in Singapore

As mentioned, the minimum paid-up capital required in Singapore is S$1. However, there are benefits to having higher paid-up capital.

Fulfill Funding Requirements

A higher paid-up capital means the company has the required funds to take care of its regular business and operations. Whether it is paying the employees, suppliers, or service providers, all these expenses can be taken care of when there is sufficient paid-up capital. This comes in handy, especially when the business is new. For instance, if the company is in its starting stages and hasn’t earned any revenue yet, it still needs funds to take care of its regular operations. This is where paid-up capital steps into the picture.

Obtain Debt Capital

Businesses can raise funds not via equity capital but via debt capital. This means obtaining funds through loans or the issue of debt instruments such as bonds. Higher paid-up capital gives the company leverage to negotiate favourable capital fundraising terms, whether it is a lower interest rate or freedom from having certain assets charged. Higher debt capital acts as a reassurance to creditors in case of the company’s insolvency, where they can recoup their investment, which might not be possible if the company has a paid-up capital of SGD $1. 

Membership to Singapore Business Federation

Any company with a paid-up capital of SGD $500,000 or more is automatically assigned membership to the Singapore Business Federation. This offers several networking opportunities and activities beneficial to companies, including business workshops. The Singapore Business Federation is a business chamber with an extensive network of over 30,000 companies working toward promoting the interests of business communities in Singapore.

Is There a Difference Between Registered Capital and Paid-up Capital in Singapore?

The terms registered capital and paid-up capital are used interchangeably in Singapore. It essentially refers to the capital a company receives from its shareholders against the shares issued to them. At the time of registration, the company’s registered capital must be mentioned, and it is one of the legal compliances to be fulfilled regardless of the company type. This unit is used as a measure of the company’s stability and earning capacity. Depending on the type of company, the registered capital requirement varies.

How to Increase the Paid-up Capital Requirement for Your Business in Singapore?

You can do so by: 

1. Increasing shareholders’ contribution during company registration
2. Allocating fresh shares to current stakeholders or prospective investors
3. Adding retained profits over time
4. Issuing bonus shares to existing shareholders
5. Increasing through rights issues for existing shareholders
6. Converting shareholders' loans into shares
7. Mergers or acquisitions 

What Are the Legal Requirements for Paid-up Capital in Singapore?

General Requirements

• Paid-up capital must be in cash—and it needs to be deposited into the company’s corporate bank account immediately upon incorporation. Even if shares are issued for non-cash consideration (such as property or services), the company must assign a verifiable cash valuation and deposit it into the corporate bank account.
• Minimum paid-up capital must be contributed during company registration, based on the industry. For instance, telecom service providers or travel agencies need a minimum paid-in capital of SGD $100,000 during licensing.
• Accurate records of changes in paid-up capital must be maintained for regulatory purposes.
• When applying for an Entrepreneur Pass via EntrePass, it is recommended to have a minimum paid-up capital of S$50,000 to improve the chances of approval.

Shareholder Requirements

• A Singapore limited liability company must have at least one shareholder and not exceed 50 shareholders, individuals or privately-owned companies, domestic or foreign.
• Shareholders own the business through acquired shares and must manage paid-up capital prudently to maintain the company's credibility.
• Issuing new shares may require the necessary documents and shareholder consent through general meetings submitted to ACRA for updating the company profile.
• Once paid-up capital is received, shareholders cannot withdraw their stake as it is used for business needs.

Effect of Paid-Up Capital on Borrowing and Investment

Both lenders and investors commonly look at a company’s paid-up capital and use it as a metric to determine whether the company is a good investment or not. Here is how paid-up capital affects borrowing and investment

A substantial paid-up capital acts as an indicator of a company’s ability to fulfil its financial obligations. In turn, this establishes creditworthiness that comes in handy while borrowing funds or raising funds through the issue of debt instruments. It also gives the company leverage to negotiate better borrowing terms.

If the company has sufficient paid-up capital, it becomes easier to focus on expansion and growth by attracting investments. This is because a high paid-up capital showcases a good financial position. In turn, companies can secure more funding through investments. 

A combination of these factors adds to the company’s reputation and creditworthiness in the market. This comes in handy when the company seeks new partnerships to facilitate growth and expansion. 

How Do You Deposit Your Paid-up Capital Into Your Aspire Account?

Follow these simple steps:

1. Open an Aspire Account: Sign up for an Aspire account on their website or mobile app.
2. Verify Your Identity and Business: Verify your identity and submit necessary business documents during the account opening process.
3. Check Account Details: Aspire will give you the account number and instructions for depositing funds after successfully opening your account.
4. Transfer Funds: Initiate a bank transfer from your company's current bank account to the account details provided by Aspire during sign-up. Note that opting for a SWIFT transfer may incur extra fees.
5. Confirm the Deposit: Once the funds are transferred and reflected in your Aspire account, you'll receive confirmation, and the deposit details will be available in your transaction history.

For step-by-step instructions, view these instructional videos:

• How to make a deposit into your SGD account 
• How to make a deposit into you USD account