Singapore’s business environment and attractive policies continue to attract entrepreneurs and companies to set up business in the republic. It is not only the easiest place to do business in the world, but also the most competitive city in Asia as well. In this page, you will learn about the company setup options available to local or foreign individuals as well as foreign companies.
Company incorporation options for local or foreign individuals
Private Limited Company
The Private Limited Company is the most preferred business entity that can be set up in Singapore. The biggest advantage of a Private Limited Company is that the shareholders are not liable for its debts and losses of the company beyond their respective amounts of share capital.
To register a Singapore private limited company, the following are required:
- At least 1 Shareholder
- 1 Singapore Resident Director
- 1 Company Secretary
- At least S$1 in initial paid-up share capital (or its equivalent in any currency)
- A Singapore registered office address
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Company incorporation options for foreign companies
Subsidiary Company
A Singapore subsidiary is the vehicle preferred by many foreign companies to establish a presence in Singapore because it enjoys local tax treatment as well as a legal identity that is separate from their parent companies.
Additionally, the subsidiary can have paid-up capital in the same currency as its parent company, thus making the worldwide accounting process easier. Also, Singapore does not have mandated financial year ending and the subsidiary can declare a financial year end (FYE) to match with its parents.
A subsidiary company is a private limited company that is 50 – 100% owned by a parent or holding company. The parent company may be local or based overseas.
Its name can be different from that of the parent company.
A subsidiary is incorporated as a limited liability company and has a distinct legal identity from its parent company. This means that the shareholder’s liability is limited to the value of the shares it subscribes to.
The subsidiary may repatriate profit out of Singapore.
To register a subsidiary in Singapore, the following is required:
- A registered office in Singapore.
- Minimum paid capital of $1 (or its equivalent in any currency)
- 1 Singapore Resident Director
- 1 Company Secretary
- Minimum 1 Corporate Shareholder
For taxation purposes, the subsidiary is treated as a Singapore resident company and is eligible for local tax exemptions and incentives. A Singapore subsidiary must file audited accounts annually. However, dormant companies may file unaudited financial reports.
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Branch Office
The branch office is preferred by banks and insurance companies.
Unlike a subsidiary, a branch office in Singapore is treated as an extension of a foreign company. Hence, the head office is fully liable for the acts, losses and debts of its branch office. The branch name must be the same as the parent company and must be approved prior to branch office registration.
A branch office is allowed to conduct any type of business activity that falls within the scope of its parent company and can repatriate 100% of its earnings.
To setup a branch office in Singapore, the following is required:
- 1 agent who is an ordinarily resident in Singapore.
- A registered office address in Singapore.
As a branch office is managed and controlled by a foreign company, it is only entitled to partial local tax exemptions and incentives. However, the branch is required to submit its own audited accounts as well as that of its head office.
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Representative Office (RO)
A representative office is a short-term (maximum 3 years) setup that cannot conduct any commercial activity. It is the perfect vehicle to survey market opportunities before making a longer term commitment to sink deeper roots in Singapore.
Although a representative office has no legal status, it must be registered with the local authorities – either International Enterprise (IE) Singapore or the Monetary Authority of Singapore, depending on the sector it is in.
A Representative Office cannot engage in commercial revenue-generating activities. It is a temporary setup meant to undertake market research or feasibility studies on behalf of its parent company. At any one time, the office may only have a maximum of five employees.
In order to set up a representative office, the foreign or parent company must meet the following conditions:
- appoint a Chief Representative from the main head office to relocate to Singapore
- The proposed number of staff must not exceed 5 people
- have a sales turnover of the foreign entity of more than US$250,000
- proof that the foreign entity has been established for more than 3 years
The application will be approved within 7 to 10 working days.
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Read more about Company Incorporation in Singapore
Incorporate a company in Singapore quickly and easily
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