Business Registration Options for Foreign Companies in Singapore

Phrases such as “incorporate a Singapore offshore company” are not correct because “Singapore offshore company” is not an ideal business description. Such companies, in effect, are just Singapore private limited companies.

So foreign companies can set up Singapore subsidiaries by using the following two options:

• incorporate a Singapore company either by relocating its staff/directors to Singapore (in which case, the option is of Employment Pass), or
• without relocating (in which case, you can use our nominee resident director service).

Related Reading » Company Incorporation in Singapore

After the Singapore company incorporation, the newly-formed company applies for Employment Passes for any of its foreign staff (either relocating or new hiring). We can help you do that.

Read More » Company Registration Guide

The procedure is the same as when you incorporate a Singapore company and appoint a nominee resident director. As there is no relocation of staff, no Employment Pass needs to be applied. Just keep using our nominee resident director service on a long-term basis.

A foreign company registered outside Singapore can set up its Branch Office (BO) in the city-state, which facilitates business operations and revenue generation for the company in and around the region.

Importantly, a BO is not considered a tax-resident by IRAS and consequently, don’t enjoy any tax exemptions or subsidies available to business entities in Singapore.

In general sense, a BO is the ideal avenue for a foreign company to test waters and prepare the ground work to set-up a subsidiary at a later stage.

• two Singapore resident agents (can be a citizen, PR, or an EP/DP holder)
• a registered physical office address in Singapore (cannot be a PO box)

Do note that ACRA doesn’t allow foreign companies to register their Singapore BOs themselves. Instead, you have to engage an authorised third party, like us, to do it for you.

• BO’s name must be the same as the foreign company as it is just an extension of the foreign parent company in Singapore (100 percent foreign ownership)
• BO’s can’t appoint a company secretary but it is advisable to take assistance from one to fulfil all the statutory requirements
• Most importantly, audit is mandatory for Singapore BOs, even if branch office is dormant

No, a Singapore branch is not eligible for start-up exemption. It may however still enjoy a partial tax exemption on its chargeable income.

Similar to the Singapore BOs, a RO’s name must be the same as the parent foreign company, and they are just an extension of the parent foreign company in Singapore. They are not required to file annual tax returns as they are not allowed to generate any income. However, the staffs employed by an RO are liable for Singapore personal income tax.

• foreign entity’s sales turnover must exceed US$250,000
• foreign entity must be in business for more than three years
• proposed staff strength of the RO must be less than five

• English (or English translated) soft-copy of the foreign entity’s Certificate of Incorporation or Registration Certificate (as applicable)
• soft-copy of the foreign entity’s latest audited accounts

Such ROs are to be registered with the Monetary Authority of Singapore, which assess the applicant company’s financial strength and commitment to Singapore’s financial sector. Important considerations include nature of activities in Singapore, reputation in the global financial arena, strength of home country supervision, financial condition of global operations, credit and support ratings by international rating agencies, as well as global rankings by total assets and capital.

All other sector ROs are to be registered with International Enterprise (IE) Singapore, which permits these ROs to only carry out market research and feasibility studies for the parent foreign company.

Not permitted activities include:

• trade in goods/services (including import or export)
• lease warehousing facilities
• lease office(s) to other establishments for a fee
• enter into business contracts
• issue invoices/receipts
• open/receive letters of credit
• provide services for fees