What is a Certificate of Incorporation?

Issued by the Accounting and Corporate Regulatory Authority (“ACRA”), a certificate of incorporation (“COI”) certifies that a company, having fulfilled all the regulatory requirements for incorporation, has been incorporated on the stated date and is registerred with ACRA in Singapore.

It is the legal proof of identity of a company, similar to the concept of issuance of a birth certificate to every individual at birth.

Upon completion of registration of incorporation, an email notification is sent to the officers of the company and the person in charge of the incorporation filing via the Bizfile portal. Such e-notification does not bear any signatures and is NOT the COI.

Why do you need COI?

The COI issued to your Company certifies that your Company is a legal entity registered with ACRA and is authorised to commence business in Singapore.

Typically, the COI is required for the following matters:

  • Open corporate bank account
  • Apply for bank loan or credit facilities
  • Sell shares of your Company to investors
  • Disposal of your Company

In essence, the COI is typically required when your Company is entering into any agreements, contracts, or involved in corporate actions, where the parties to the transaction may and usually require the COI to validate the existence and nature of your Company.

Electronic Copy or Hardcopy

At times, your Company may require signed copies of the COI to be submitted for business purposes and an unsigned email notification is not acceptable.

To obtain an electronic copy of COI duly signed by ACRA electronically, it can be purchased via the Bizfile portal any time and any number of times, after the incorporation of your Company. You should receive an email containing the URL link for downloading of the COI within 30 minutes upon successful payment. Do note that the URL link for the purchased product will expire seven days after purchase.

If a hard copy of the certificate is required, the same can also be obtained from ACRA via the BizFile portal. You can opt to collect the hardcopy COI at the ACRA reception on the next working day and 24 hours after successful payment. Alternatively, you may also request ACRA to mail the COI to a specified address.

Bear in mind that only the following can purchase COI on behalf your Company:

  • Company officers (i.e. Directors or Company Secretaries)
  • Authorised corporate service providers

Information set out in COI

The COI sets out the following information:

  • Name of the Entity
  • Unique Entity Number (UEN)
  • Date of Incorporation of the Entity
  • Nature of the Entity
  • Former names of the Entity (if any and up to five recent former names)

Any change in entity name effected before 13 January 2003 will not be listed in the COI.

To Conclude...

As mentioned earlier, your Company is usually required to provide the COI when entering into any agreements, contracts, or involved in corporate actions.

Even though the legality of a company’s existence can be easily checked online in Singapore via the Bizfile portal, the COI is the most common and basic constitutional document required to be sighted or provided as part of the due diligence process.

Leave a comment

Please note, comments must be approved before they are published

Related Posts

Change of Name of Companies Act
Change of Name of Companies Act
With effect from 31 December 2021, Singapore legislation has new names. The main objective is to modernise and simpli...
Read More
Typical Share Structures used in Singapore
Typical Share Structures used in Singapore
Most Singapore companies are incorporated with just one class of ordinary shares, with equal rights to voting, divide...
Read More
Understanding Different Types of Shares
Understanding Different Types of Shares
In our blog post on “Shares = Control and Ownership in Company”, we shared that the manner of allocation of shares is...
Read More