Business Development Singapore
The pages below provide key information for the Singaporean marketplace
Singapore Foreign Company Registration
- Singapore Subsidiary Registration
- Singapore Branch Office Registration
- Singapore Representative Office Registration
Singapore New Business Registration
- Singapore Company Registration
- Limited Liability Partnership Registration
- Sole Proprietor Registration
Singapore offers a set of different Visas:
- Singapore Entre Pass
- Singapore Employment Pass
- Singapore Personalized Employment Pass
- Singapore Employment Pass Eligibility Certificate
- Singapore Permanent Resident
- Singapore Landed Permanent Resident
- Singapore Dependent Pass
The Tax structure in Singapore is quite simple:
- General Taxes in Singapore
- Singapore Corporate Tax
- Singapore GST & Registration
- Singapore Income Tax
Other Areas:
- Set up a trading business in Singapore
- Winding up a business in Singapore
EconomyInformation about Economy
Legal Entities / Ownership
Foreign Company Registration Overview
A foreign company is one that is incorporated outside Singapore and wishes to register an office in Singapore. A foreign company may either register an office for non-business purposes or for business purposes in Singapore.
For non-business purposes, it may register a Singapore Representative Office where as to conduct business it may either register a Singapore Subsidiary Company or as a Singapore Branch Office of the foreign company.
The procedure and documentation for the registration of a Singapore Subsidiary Company is different from that of a Singapore Branch Office. Generally, it is faster and easier to register a Singapore Subsidiary Company.
Singapore subsidiary company is taxed as a resident company whereas a branch office is taxed as a non-resident company. Resident companies are eligible for local tax exemptions.
Foreign Company Registration Options – How are they different?
Singapore Subsidiary Company (Foreign Company Registration)
This is the most widely used option for foreign company registration in Singapore. A Singapore Subsidiary Company is a separate legal entity altogether. Generally, the Singapore government permits 100% ownership of the Singapore Subsidiary Company by the foreign company.
A company requires to have a minimum of one director and one shareholder. At least one of the the directors must be ordinarily resident in Singapore. There is no restriction on the number of foreign directors that a company may have.
If a foreign company does not have a local director in Singapore, it will require the services of a nominee director to satisfy the legal requirement for local resident director.
Read details of Registering a Subsidiary of Foreign Company.
Singapore Branch Office (Foreign Company Registration)
A Singapore Branch of a foreign company is not a separate legal entity as it is considered to be merely an extension of a company incorporated outside Singapore.
A Singapore Branch does not have a distinct legal personality. Therefore, its liabilities may be enforced against all the assets of the foreign company, whether or not the assets are in Singapore, and whether or not the liabilities are attributable to the branch’s operations in Singapore. Any action against a Singapore Branch Office is tantamount to an action against the head office.
As the Singapore Branch is regarded as an extension of its head office, potential claimants (whether in the country of incorporation, Singapore or elsewhere) would, therefore, also have access to the Singapore courts in respect of the foreign company’s business activities worldwide.
Read details of Registering a Singapore Branch of Foreign Company
Representative Office (Foreign Company Registration)
A Representative Office of a foreign company in Singapore can be used for promotional activities only and it cannot enter into any business transactions either in its own capacity or on behalf of the parent company. Approving authority for registering a Representative Office is IE Singapore.
A Representative Office in Singapore has very limited use since it cannot engage in any other business activities but promotional activities.
Approval can take 1-2 weeks and will usually be valid for one year. A representative office must re-apply for a continuation of its status after the expiry of the initial period of approval.
Singapore Subsidiary Registration
A Singapore Subsidiary of a foreign company is a locally incorporated company with the shareholder being the foreign company. As such its a separate legal entity and distinct from its parent company.
Key Characteristics of a Singapore Subsidiary
The foreign entity can hold 100% shares of its Singapore Subsidiary Company.
At least one of the directors of the Singapore Subsidiary must be a local resident director.
Each Singapore Subsidiary must appoint a local resident qualified company secretary.
Any overseas staff planning to work for the Subsidiary Company in Singapore will need to obtain an employment pass.
A Singapore Subsidiary needs to file annual audited accounts with authorities.
The requirements and procedures for registering a Singapore Subsidiary of a foreign company are mostly the same as registering a new company in Singapore. The only difference being that in case of a Singapore Subsidiary, the shareholder happens to be the foreign company. Therefore for further details, please refer to Singapore Company Registration page.
Related Topic: Branch Office vs. Singapore Subsidiary vs. Representative Office
Singapore has a minimum of business formalities for establishing a business and favors foreign investment. There are no exchange controls or restrictions on the introduction of capital or the repatriation of capital and profits and there are no currency regulations.
A Singapore Subsidiary can be formed quickly and easily. The corporate tax rates in Singapore are low in comparison with many of the other developed countries. Singapore has double taxation agreements with many other countries.
A Singapore Subsidiary is required to keep its accounting and other records that will sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets to be prepared. If such records are kept in a place outside Singapore, copies must be kept in Singapore.
The Singapore Companies Act requires that a company name must be approved before the company can be registered.
It’s company’s responsibility to update Accounting and Corporate Regulatory Authority (ACRA) of any changes in its registered particulars e.g. change of company name, registered office address, change of directors, other officers, etc.
A Singapore Subsidiary cannot start to trade until it has been successfully registered with ACRA.
Singapore Branch Office Registration
Legal Status
A Singapore Branch Office is the same entity as the foreign company (“Head Office”) which is incorporated outside Singapore. Thereafter, a Branch is not a separate entity but only an extension of its Head Office. Any action against a Singapore Branch is equivalent to an action against the Head Office.
Please be advised that most of the foreign companies prefer to register as a subsidiary company in Singapore rather than a branch office.
Related Topic: Branch Office vs. Singapore Subsidiary vs. Representative Office
Name
The name of a branch will have to be that of the Head Office and must be approved by Accounting and Corporate Regulatory Authority (“ACRA”).
Activities
The activities of a Singapore Branch Office are governed by the MAA and/or By-laws of the Head Office.
Accounts
A Branch Office in Singapore must file with ACRA annually its Head Office accounts as well as its own audited accounts relating to its operations in Singapore.
Annual General Meeting
The requirement to hold AGM depends on the law of the country of incorporation of the foreign company.
Officers
A Singapore Branch is required to have at least 2 persons ordinarily resident in Singapore to act as agents whose authority is to accept service of process and notices required to be served on the company in Singapore. These agents may not be companies themselves but must be natural persons.
Shareholders
Depends on the constitution of the Head Office of the foreign company.
Statutory Registers
The requirements of keeping statutory registers and minute books in Singapore are not applicable to a Branch.
Registered Office
A Branch must have a registered office situated within Singapore.
Registration Procedure & Requirements
The requirements for registration of a Singapore Branch Office of a foreign company are prescribed by Singapore Companies Act. Application must be made to Accounting and Corporate Regulatory Authority (“ACRA”) for approval of its name.
The following documents are required:
A certified copy of its certificate of incorporation in the foreign country;
A certified copy of the instrument defining its constitution;
A list of directors with their particulars;
If any of the directors are resident in Singapore and are members of the local board of directors, a memorandum stating the powers of the local directors;
A memorandum of appointment or power of attorney of two or more local agents authorised to accept notices served on the branch on its behalf. The local agents must be natural persons resident in Singapore;
A statutory declaration by the agent confirming particulars of the branch;
A notice of location of its registered office in Singapore.
If the original documents of the foreign incorporation are not in English, certified translated copies in English must be filed with ACRA.
Other Related Info
Foreign companies investment has been the main force behind Singapore’s rapid development over the past 35 years. Singapore’s investment laws are clear and fair, and present few problems for business. Foreign and local businesses are treated equally, there are no production or local content requirements, and nearly all sectors are open to 100 percent foreign ownership.
Residents and non-residents may hold foreign exchange accounts. There are no controls or requirements on transfers, payments, or repatriation of profits.
Singapore Representative Office Registration
Foreign companies that are keen on exploring the viability of doing business in Singapore, or are interested in using Singapore as a launch pad into the Asia Pacific, may wish to register a Representative Office (RO) in Singapore.
A representative office in Singapore has no legal status, but is merely an administrative arrangement. Generally, the purpose of the representative office is to perform liaison services and establish business contacts, often as a precursor to the commencement of full-scale business activities in Singapore.
Related Topic: Branch Office vs. Singapore Subsidiary vs. Representative Office
Key Features
The company name approval takes only 2-3 hours unless there is some conflict with an existing name or the name has some sensitive words in it. Once the company name is approved and the signed documents are ready, the Singapore company can normally be registered in 1 day.
If you are signing the company registration documents overseas, you will need to factor in the time it takes to courier the documents back to Singapore.
After the company registration, the bank accounts opening can take from 2-3 days to 1-2 weeks depending on a) the bank you choose; and b) whether you are in Singapore to sign the account opening documents; and c) the level of due diligence conducted by the bank.
If you are a foreign entrepreneur and need to relocate to Singapore to run your company, you will need to apply for EntrePass or Employment Pass.
Shareholders A Singapore Company may be registered with only one shareholder who can be an individual or a corporation. There is no requirement for shareholder(s) to be resident in Singapore. Paid-up Capital There are no minimum paid-up capital requirements for a Singapore company registration. A Singapore company can be registered with a minimum of S$1. Company Directors As per Singapore Companies Act, a Singapore company can have one or more resident or non-resident directors. Minimum requirement is one director. However as per Singapore Company Registration Laws, at least one of the company directors must be ordinarily resident in Singapore i.e. a Singapore citizen, a Permanent Resident of Singapore or an expatriate holding a valid employment pass may act as the resident director. Your incorporation agent can provide Nominee Director service to meet this statutory requirement, if you do not have a local resident director. Company Secretary A company must have at least one qualified corporate secretary with a principle place of residence in Singapore. Your company incorporation agent will provide this service. Registered Office A Company must have a registered office situated within Singapore. Your company registration agent can provide this service if required. Name Approval All business entities require approval of proposed name prior to company registration in Singapore. This is the first step of Singapore company registration process and normally be accomplished in few hours. The general rules for choosing a Singapore company name are:
Contact Information
- A representative office cannot enter into any business transactions either in its own capacity or on behalf of the parent company.
- A representative office in Singapore cannot conclude contracts, provide consultancy for a fee, undertake transshipment of goods, open or negotiate any letters of credit.
- A representative office does not have to maintain accounts or file tax returns in Singapore.
- A Singapore representative office has the benefit of allowing a foreign company to test out the business environment in Singapore before committing to any investment decisions.
- A representative cannot engage in any other business activities but promotional activities.
- A copy of the parent company’s Certificate of Incorporation (in English or an official translation)
- The parent company’s latest annual report and audited accounts
- You are a foreign entrepreneur planning to register a business in Singapore
- Your business has the potential to grow big
- You may need to secure a loan or an investment for your business growth
- Your business has the potential to be sued by others
- There are multiple people who want to own the business
- You may sell part of your business to others down the line
- You need to present a professional image to your potential clients or bankers
- You are a high risk startup
- You plan to conduct international trading
- You plan to expand your business overseas
- Get company name approval
- Prepare registration documents
- Client to sign company registration documents
- Register company
- Open bank account
- Memorandum and Articles of Association
- Statutory Declaration of Compliance
- Particulars of Shareholders, Directors, Secretaries, etc.
- Certificate of Identity
- Situation of Registered Office/Office Hrs at Time of Registration
- Consent to Act as Director and Statement of Non-disqualification to Act as Director
- A Consent to Act as Secretary
The company name approval takes only 2-3 hours unless there is some conflict with an existing name or the name has some sensitive words in it. Once the company name is approved and the signed documents are ready, the Singapore company can normally be registered in 1 day.
If you are signing the company registration documents overseas, you will need to factor in the time it takes to courier the documents back to Singapore.
After the company registration, the bank accounts opening can take from 2-3 days to 1-2 weeks depending on a) the bank you choose; and b) whether you are in Singapore to sign the account opening documents; and c) the level of due diligence conducted by the bank.
If you are a foreign entrepreneur and need to relocate to Singapore to run your company, you will need to apply for EntrePass or Employment Pass.
Shareholders A Singapore Company may be registered with only one shareholder who can be an individual or a corporation. There is no requirement for shareholder(s) to be resident in Singapore. Paid-up Capital There are no minimum paid-up capital requirements for a Singapore company registration. A Singapore company can be registered with a minimum of S$1. Company Directors As per Singapore Companies Act, a Singapore company can have one or more resident or non-resident directors. Minimum requirement is one director. However as per Singapore Company Registration Laws, at least one of the company directors must be ordinarily resident in Singapore i.e. a Singapore citizen, a Permanent Resident of Singapore or an expatriate holding a valid employment pass may act as the resident director. Your incorporation agent can provide Nominee Director service to meet this statutory requirement, if you do not have a local resident director. Company Secretary A company must have at least one qualified corporate secretary with a principle place of residence in Singapore. Your company incorporation agent will provide this service. Registered Office A Company must have a registered office situated within Singapore. Your company registration agent can provide this service if required. Name Approval All business entities require approval of proposed name prior to company registration in Singapore. This is the first step of Singapore company registration process and normally be accomplished in few hours. The general rules for choosing a Singapore company name are:
- must not be identical or too similar to another business’ name
- must not infringe registered trademarks or patents
- must not be offensive or vulgar in any way
- The partners can be individuals or companies.
- There must be a minimum of 2 partners. There is no maximum number of partners in a LLP.
- A Limited Liability Partnership in Singapore is a legal entity (i.e. it can sue or be sued in its own name and can own or hold any property).
- Profits form part of each partner’s personal income and are taxed at personal income tax rates.
- Print your registration number on all letterheads, invoices, bills or other documents used for the purposes of the business.
- It is compulsory for all LLPs to appoint a local manager who is a Singapore Citizen, Permanent Resident, or Employment Pass holder. There can be more than one local manager.
- The personal assets of the partners are protected. In addition, owners are not personally accountable for the wrongful acts of other owners. However, partners can be personally accountable for debts and losses resulting from their own careless actions.
- Limited Liability Partnership in Singapore is a new business structure and many of the legal and tax issues have not yet been fully resolved.
- The manager must make an Annual Declaration to ACRA stating whether the business is able or unable to pay its debts as it becomes due in the normal course of business.
- The first Annual Declaration must be made within 15 months of the date of registration.
- that the business shall be carried-on in the form of a limited liability partnership, following the registration date.
- that they shall each contribute effort and skill to the business as a member of the limited liability partnership.
- that the profit of the business shall be divided between them as per agreed upon terms.
- any contract which binds the LLP is made only with the legal entity; and
- any change in the LLP brought about by the retirement or death of a partner shall not affect the existence, rights or liabilities of that legal entity.
- Whether there is an agreement or mutual understanding among partners in relation to that property.
- Whether the property is used in the course or furtherance of the partnership business.
- Whether the property is reflected as an asset of the partnership.
- Whether the property is bought with funds of the partnership.
- You must first register your business name and get it approved. You will be issued with a business registration number.
- You must appoint a local manager if none of the owners registering is “ordinarily resident” in Singapore.
- Depending upon on the type of business, you may require a business license for your business.
- Business must be carried out under the registered business name in Singapore. You cannot use any other name.
- You must print your registration number on all letterheads, invoices, bills or other documents used for the purposes of the business.
- You must renew your business registration on time.
- You must notify Singapore Accounting and Corporate Regulatory Authority (ACRA) immediately if there is a change of business particulars, such as a change of address, business activity, etc.
- You must notify ACRA when you decide to end your sole proprietorship business in Singapore.
- A minimum of S$50,000 investment is required.
- Application for EntrePass is normally made prior to incorporating your business in Singapore.
- Along with EntrePass application, you will need to submit a approximately 10-page business plan. The details of preparing a good business plan are described towards the end of this page.
- Once submitted, the application processing time is about 4-6 weeks.
- If your application is successful, you will be issued an EntrePass that is initially valid for 1-2 years.
- You do not need to incorporate your business in Singapore until the successful outcome of your EntrePass application.
- Your EntrePass allows you to bring your immediate family members (spouse and unmarried children under 21) to Singapore to live with you. You will need to apply for their Dependent Pass if they are to relocate with you.
- The EntrePass is renewable for as long as the business remains viable. Your business must employee local staff over time. You are also eligible to apply for a permanent residence in Singapore in due course.
- EntrePass – Required Documents
- Completed EntrePass application
- Copies of educational certificates
- Copies of past employment testimonials, if any
- A recent passport-sized photograph
- A copy of the passport
- A copy of the CV/Resume for the applicant
- Business idea – a short, self-explanatory summary covering the proposed business concept;
- Product / service – the total product and service offering;
- Market analysis – the target market in terms of key customers, competition and market growth potential;
- Market plan – how the product / service will be marketed or distributed;
- Operation plan – resources needed to run the business;
- Financial projections – projected sales and net profit before tax for three years and breakeven point;
- Management team – key drivers of the business; and
- Supporting documents – e.g. licensing agreements, product certifications, endorsements, etc
- Form 8 (Application Form), duly completed and signed.li>
- A copy each of all the applicant’s educational documents and past employment testimonials
- A recent passport-sized photograph of the applicant taken within the last three months
- A copy of the Travel Document page showing the applicant’s personal particulars
- A copy of the applicant’s Curriculum Vitae / Resume
- Past employment reference letters (if available)
- For non-English certificates / documents, a copy each of the certificates / documents and the official English translation (certified by the respective Embassy) must be submitted together
- P Pass holders that have at least two years’ working experience on a P Pass.
- Q1 pass holders with at least five years’ working experience on a Q1 pass.
- The PEP will be issued only once with a validity of 5 years. It will be non-renewable. A PEP holder will retain the dependant privileges of his original EP type and the minimum annual basic salary requirement of S$30,000 will continue to apply throughout the 5-year duration.
- Copies of your educational certificates and transcripts
- Passport copy
- 2 passport size photos
- A copy of your Curriculum Vitae (CV)
- All documents must be in English or official English translation is required.
- Invest at least S$1 million in a new business startup or expansion of an existing business operation or
- Invest at least $1.5 million in a new business startup, expansion of an existing operation, approved Singapore-incorporated venture capital fund or Singapore-incorporated foundation or trust that focuses on economic development or
- Invest at least $2 million in a new business startup, expansion of an existing operation, approved Singapore-incorporated venture capital fund or Singapore-incorporated foundation or trust that focuses on economic development. Residential property can be purchased with not more than 50% of the investment amount.
- Have a business track record
- Have an entrepreneurial background
- Have a business proposal or investment plan
- Permanent Residence for Skilled Professionals
- Type of employment pass
- Duration of stay in Singapore
- Academic qualifications
- Basic monthly salary
- Age
- Kinship ties in Singapore
- Completed LPR application
- Copy of passport
- 2 passport size photos
- Birth certificate
- Educational certificates
- Employment testimonials (if any)
- Salary slips for the last six months
- Income tax returns for the last three years
- Completed application. Separate application is required for each applicant traveling on his/her own passport.
- A copy of the birth certificate
- A copy of the marriage certificate
- 2 recent photographs
- be a company incorporated in Singapore
- be a tax resident in Singapore for that year
- have no more than 20 shareholders throughout the basis period relating to that year; and
- At least 10% of the shareholders must be individuals
- Nature and amount of income received;
- Country from which income is received;
- Headline tax rate of foreign country; and
- Amount of foreign tax paid in the country from which income was received.
- At the end of a quarter if your taxable supplies exceed S$1 million for a quarter and the immediate past 3 quarters. Quarter refers to March, June. September or December; or
- At any time if your taxable supplies are expected to exceed S$1 million for the next 12 months.
- The person is on short-term employment no exceeding 60 days in a calendar year
- his/her earnings are exempt from tax under the Avoidance of Double Taxation Agreement
- As a tax resident, you will be taxed on all personal income derived in Singapore.
- selling yourself and your company to clients as an import/export manager for their products, and
- selling the products themselves to representatives and distributors.