Guideline: Business Incorporation in Singapore

Here, you’ll find all the basic guidelines about requirements and processes you need to incorporate a business in Singapore.


Table of Contents


Disclaimer: Information validated in September 2019. This content is intended for educational purposes only and should not be taken as legal instructions. You should contact consultants in your target markets before making decisions related to incorporation or service execution.


Limited Liability Partnership (LLP)

A limited liability partnership is the combination of a limited company and a partnership. Its structure allows a business to operate and function as a partnership while giving it the status of a separate legal entity with its own rights and liabilities distinct from those of its partners. An LLP is, therefore, a partnership where an individual partner’s own liability is generally limited.

For income tax purposes, a Singapore LLP will be treated as a partnership and not as a separate legal entity. This means that an LLP will not be liable to tax at the entity level. Instead, each partner will be taxed on their share of the income from the LLP.

Basic Requirements of a Limited Liability Partnership (LLP)

  • Minimum 2 Partners
  • Minimum one manager who must be a Singapore resident
  • A Singapore registered office address

Document Requirements

  • Limited Liability Partnership’s proposed name
  • Partner/Manager Identity, such as a foreign passport or Singapore identity card
  • Partner/Manager residential addresses in Singapore. If the partner is a company, then company particulars such as registration number, jurisdiction and registered address.
  • Declaration of compliance
  • Registered address belonging to the Limited Liability Partnership’s Office
  • Consent to Act as Manager and Statement of Non-Disqualification to Act as Manager

Steps to Register a Limited Liability Partnership (LLP)

1Get the approval of your company name from the Accounting & Corporate Regulatory Authority (ACRA)
2Choose business activities based on Singapore Standard Industrial Classification Code (SSIC) 2015
3Submit all documents to ACRA via Bizfile


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Private Limited Company

Commonly abbreviated as ‘Pte. Ltd’, a private limited liability company is the most popular among the Singapore LLC structures. By operation of law, a private limited company is limited by shares and is a separate legal entity from its shareholders.

It is recognized as a taxable entity in its own right. As a result, shareholders of a Singapore private limited company are not liable for its debts and losses beyond their amount of share capital.

Basic Requirements of a Private Limited Company

Shareholder

This can be an individual/corporate entity. Startup founders can put their names as shareholders. For a private limited company, 100% of local or foreign shareholdings are permitted.

Director

There must at least a local director, where there can be other directors who can be foreigners.

Secretary

The person in this position must be either Singapore citizens, Permanent Residents or EntrePass holders. A position that must be appointed within 6 months of the incorporation.

Capital

Your initial capital in the company, as the shareholder, has to be at least $1.

Local Registered Address

A registered address can be a commercial office (if you plan to rent one) or a home office.

Auditor

All Singapore incorporated companies must appoint an auditor within 3 months of incorporation unless the company is exempted from audit requirements.

Under the new regime, a company qualifies as a “small company” and is exempted from audit if it meets at least 2 out of 3 of the following criteria:

  • Total Revenue not more than S$10 million;
  • Total Assets of not more than S$10 million; or
  • Number of employees not more than 50

Document Requirements

Company Business Profile

  • Company Name, Date of its incorporation and Date of its termination
  • Principal business activities
  • Details of Shareholders, Directors and Company Secretary (needs to be a Singapore resident)
  • Registered Office Address
  • Memorandum and Articles of Association (commonly referred to as M&AA)
  • Paid-up capital
  • First Board Resolution: This resolution is needed to make an appointment of shareholders and directors in the company official.
  • Share Certificate: This certificate constitutes proof of share ownership and indicates shares allotted to each of the shareholders. It is the responsibility of the company secretary to issue this certificate.
  • Shareholder Agreement: A proper shareholder agreement in place is essential to avoid any potential disputes in the future.
  • Bank Account Opening Resolution: To sanction the opening of a business account

For Residents

  • Scanned copy of Singapore NRIC (Front and Back)

For Non-Residents

  • Scanned copy of passport
  • Proof of overseas address (e.g. a utility bill or bank statement)

Steps to Register a Private Limited Company

1Get the approval of your company name from the Accounting & Corporate Regulatory Authority (ACRA)
2Choose business activities based on Singapore Standard Industrial Classification Code (SSIC) 2015
3Submit all documents to ACRA via Bizfile


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Branch Office

A Singapore branch office is a registered legal entity that is treated as an extension of the foreign parent company.

Branch offices are allowed to conduct any type of business activity that falls within the scope of its parent company and can repatriate their earnings and capital.

Branch offices will only be taxed for the earnings derived from its operations in Singapore.

Basic Requirements of a Branch Office

  • Name: the name of the Singapore branch must correspond to the name of the foreign company.
  • Officers: a Singapore branch must appoint at least 1 authorized representative who is ordinarily a resident in Singapore, i.e. a Singapore citizen, a permanent resident, or a foreigner who has been issued an employment pass.
  • Constitution and Activities: the shareholders, structure of the company and its activities are directed by a foreign company’s Constitution. There is no separate Constitution for the branch office.
  • Registered Address: a Singapore branch must have a registered office located in Singapore. The branch office must mention its name and the place of incorporation on all its business correspondence and also outside its place of business in Singapore.

Document Requirements

  • A certified copy of the Certificate of Incorporation of the foreign company
  • A certified copy of the Constitution of the foreign company
  • Particulars of the directors of the foreign company
  • A memorandum of appointment and details of at least 1 person resident in Singapore who will act as the authorized representative for the Singapore branch office
  • A memorandum executed by or on behalf of the foreign company stating the powers of the local authorized representative
  • Details of the registered office address in Singapore
  • Latest audited financial statements of the parent company, if required to be prepared in the parent country

Steps to Register a Branch Office

1Get the approval of your company name from the Accounting & Corporate Regulatory Authority (ACRA)
2Choose business activities based on Singapore Standard Industrial Classification Code (SSIC) 2015
3Submit all documents to ACRA via Bizfile


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Representative Office

A Representative Office (RO) is essentially a temporary administrative office set up as a liaison to coordinate and manage non-commercial activities, for a foreign company. An RO has no legal status and is not a separate legal entity from its parent company.

Basic Requirements of a Representative Office

  • Name: The name of the representative office should be the same as that of the parent company.
  • Validity: The validity of Singapore Representative Office Registration is 1 year with provisions to extend the same up to 3 years.
  • Chief Executive: The RO should have 1 chief executive who should look after the operation.
  • Minimum Revenue: The foreign parent company must generate a minimum of US$250,000 in revenue.
  • Length of Operation: The foreign parent company must have been in operation for at least 3 years.
  • Staff Requirements: The RO can have a maximum of 5 staff members, including an appointed representative of the foreign parent company.
  • Restricted Business Activity: Educational institutions, schools, colleges, venture capital, financial institutions, fund management, banks, insurance, car leasing/fleet management, travel/manpower/labor agents, etc. do not fall under the purview of IE Singapore.

Document Requirements

  • Certificate of incorporation of the parent company
  • A completed application form
  • The latest annual reports and audited accounts of the parent company
  • Duly endorsed undertaking to abide by the Terms and Conditions governing representative offices in Singapore

Steps to Register a Representative Office

Online registration on the IE Singapore website.


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Subsidiary Company

A subsidiary company is an option for local or foreign businesses who would like to spread their presence to the country, save on taxes, and protect their assets at the same time.

Being a subsidiary company is considered as a separate entity (from its foreign parent company) and is treated as a local Singapore company. It is treated as the local tax resident of Singapore and, therefore, is entitled to tax benefits available to local companies.

Basic Requirements of a Representative Office

  • Shareholder: This can be an individual/corporate entity. The parent company can own 100% of the shareholding of the Singapore subsidiary. In most cases, foreign corporate acts as a major shareholder.
  • Director: Singapore Companies Act requires the appointment of 1 or more directors, and 1 of the directors must be a Singapore resident (citizen, permanent resident or employment pass holder).
  • Secretary: The person in this position must be either Singapore citizens, Permanent Residents or EntrePass holders.
  • Capital: The minimum paid-up capital for a Singapore subsidiary company is S$1. The parent company can be the 100% shareholder. There is no concept of authorized capital in Singapore.
  • Local Registered Address: A subsidiary company also needs to have a registered office address in Singapore and ensure all statutory documents are kept in that office. A registered address can be a commercial office (if you plan to rent one) or a home office.

Document Requirements

  • Certificate of incorporation of the parent company
  • An extract from the Registrar of Companies that shows the current registered address and directors of the parent company
  • A corporate resolution authorizing a specific individual to sign necessary subsidiary documents on behalf of the parent company
  • Passport particulars and residential address details of individuals who will act as directors of the Singapore subsidiary company
  • Registered address details of the Singapore subsidiary company
  • Memorandum & Articles of Association for the Singapore subsidiary company
  • The decision of appointing the subsidiary’s Representative in Singapore

Steps to Register a Subsidiary Company

1Get the approval of your company name from the Accounting & Corporate Regulatory Authority (ACRA)
2Choose business activities based on Singapore Standard Industrial Classification Code (SSIC) 2015
3Submit all documents to ACRA via Bizfile


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Sole Proprietorship

A sole proprietorship is a business owned by only one individual. In this form of business, they have the absolute say in its operations, management and the day-to-day running of the company.

A sole-proprietorship does not constitute a separate legal entity and therefore is not distinct from the owner/proprietor. The owner is personally liable for all liabilities incurred during the course of business and must sue or be sued in their own name.

Basic Requirements of a Sole Proprietorship

  • Eligibility: Any natural person whose age is 18 years and above can register a Sole proprietorship. A Singapore registered company is also eligible to register a sole proprietorship.
  • Validity/Renewal: Registration must be renewed. Renewal must be done before the registration expires and can be renewed for a period of one year or for a period of three years.
  • Officer: In the case of foreigners who are not residing in Singapore a manager must be appointed to ensure compliance with regulatory requirements. Ordinarily resident means, a citizen or permanent resident of Singapore or foreigners on employment pass or dependent pass.
  • Registered Address: A local Singapore physical address must be registered.
  • Taxation: Chargeable profits are treated as the personal income of the owner and are subjected to personal income tax rates in the case of individual owners and corporate tax rates in the case of companies.
  • Limitation: As it does not constitute a legal entity, a sole proprietorship cannot register another legal entity such as a partnership.
  • Continuity: A sole proprietorship will cease to exist with the death or disqualification of the owner.

Document Requirements

  • Description of principal activities
  • Local business address for the proposed business
  • Copy of owner’s Singapore ID
  • Local residential address of the sole proprietor
  • Declaration of compliance and Statement of Non-Disqualification

Steps to Register a Sole Proprietorship

1Get the approval of your company name from the Accounting & Corporate Regulatory Authority (ACRA)
2Choose business activities based on Singapore Standard Industrial Classification Code (SSIC) 2015
3Submit all documents to ACRA via Bizfile

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