Singapore Company Registration Guide

Setting up a Subsidiary in Singapore - Incorporation-Singapore-Company-Registration-Guide

Singapore Company Registration Guide

Guide: How to incorporate and register a company in Singapore

Ottavia has provided this guide to help your understand the various procedures, registration requirements and lead time involved in setting up a subsidiary or incorporating a branch company in Singapore.

A private limited liability company is the best vehicle for foreign entrepreneurs, allowing it to be recognised as a separate legal entity. This protects shareholders from any liability for debts incurred by the company beyond any share capital previously contributed.

This vehicle is highly tax efficient when properly structured, providing owners with near unlimited business opportunities in Singapore.

Please refer to the following table on the comparison between subsidiary and branch.

SubsidiaryBranch
Company NameName can be the same or different from the foreign companyMust be the same as the foreign company
OfficerCompany Secretary: must be a qualified and local Singapore resident
Director: must have at least one local Singapore resident
Company Secretary: not required
Director: as per the foreign company
Agent: must have one local corporate representative
Shareholder / OwnerForeign company to own at least 51% sharesOwned by foreign company
Paid up CapitalMinimum S$1.00As per the foreign company
Registered AddressA local registered address is required in Singapore. PO Box is not acceptable. The address can be commercial or residential (if conditions are met).
Can a foreign individual setup the entityNo. The Company Registrar (ACRA) does not allow foreigners to register the company themselves. You need to engage a professional firm to assist with the setup.
Am I eligible for the Singapore New Startup Tax Incentive?Yes, if conditions are met.No, however the branch office is able to enjoy partial tax exemption.
Do you need any staff to manage the company in Singapore?No, as long as the local company secretary and local director requirements are fulfilled.No, as long as one local corporate representative requirement is fulfilled.
Can the entity hire foreign staff? Yes, the company may apply for employment pass. Once the pass is approved, the staff may act as the local director for the company.Yes, the company may apply for employment pass. Once the pass is approved, the staff may act as the local agent for the company.
Is physical presence required for the company setup? No. You may set up the company remotely.
Opening a company bank accountOnce the company is set up, you may initiate the bank account opening.
TimelineUpon receiving the complete documents, it takes 1-2 working days to set up the company.

Documents required for incorporation in Singapore

Prior to the beginning of the registration process, the applicant must provide the following documents to the company registrar to commence incorporation.

Subsidiary:

  • the name of your company
  • a brief description of the scope of your business and its activities
  • amount of paid-up capital
  • the particulars of all shareholders
  • directors’ details, including all foreign and local directors as well as your mandatory resident director
  • your registered business address in Singapore
  • the particulars of your company secretary
Branch

  • foreign company name and its particulars
  • list of the foreign company director’s particulars
  • the details of one local corporate representative
  • your registered office address in Singapore

Your professional firm will also request a number of other documents in order to prepare the registration paperwork:

  • Copies of the foreign company’s registration documents, including a certificate of incorporation, the articles of association (only applicable for branches), the memorandum of association (where one exists), and the company extract from the Registrar
  • Identifying documents. For permanent residents or citizens, this is a copy of your Singapore identity card. For foreign nationals, this is a copy of your passport and proof of overseas residence.

Please note that should the documents be written natively in a language other than English, an officially-endorsed translated copy will be required alongside the originals.

Timeline: How to incorporate in Singapore

Thanks to the Singapore Registrar of Companies’ efforts to streamline the incorporation process, all registration procedures now take place online and require only one to two days before the applicant receives the completed documents.

Part 1: Reserving a company name
Before a company can be set up, it needs to have an approved name which meets a number of criteria. Obtaining approval involves filling an application with the Company Registrar, which your Singapore incorporation firm will do on your behalf.

Provided that the name of the company does not include certain words alluding to a number of restricted industries such as banking, finance, law or media (which may require approval from the relevant government authority outside the Registrar), the process is generally completed with a verdict rendered in under an hour.

To be approved, your company name is required to meet a number of criteria:

  • The name must not be identical or substantially similar to that of any pre-existing company in Singapore
  • The name must not infringe on any registered trademarks
  • The name must be free of obscene or vulgar implications or terms
  • The name has not been previously reserved by another company with the intent to incorporate under that name

Your name will be reserved for 60 days starting from the date of lodging upon approval. A request to extend this period can be filed with the Registrar prior to the expiry date.

Part 2: Registering the company
Filing the incorporation request does not take long provided all documents are in order. Upon signing of the relevant documents, the request can be filed and approval from the Registrar granted in just a few hours.

The Registrar requires the payment of a registration fee upon granting approval. This fee ranges between S$300 and S$1,200, subject to the type of entity registered.

Delays may occur if either the directors, shareholders or foreign companies are of particular nationalities or are citizens of specific countries. This is rare, and generally requires additional documentation to secure approval.

Part 3: Formalities upon completion of incorporation
Once a branch or subsidiary company has been set up, a number of documents will be issued including:

  1. Certificate of Incorporation: The official Certificate of Incorporation will take the form of an email sent by the Company Registrar, and will contain your company registration number. In an attempt to modernize the process, a hard copy is no longer issued. However, one may be requested online and collected the following business day from the Registrar’s office upon payment of a $50 fee.
  2. Company Business Profile: This document details the particulars of your company. A PDF version of this document may be requested at an additional charge, and will be delivered within an hour of the request being made upon successful payment.

For all legal and contractual purposes, the above two documents are considered sufficient for conducting business in Singapore. Once your company is registered, a few other items are important to obtain including a company rubber stamp. Subsidiary companies have a number of additional requirements, including:

  • A company seal
  • Share certificates for each shareholder
  • A share register serving as a record of shares allotted

Corporate bank accounts

Once setup of the company is complete, you can establish a corporate bank account with any of Singapore’s major banks. In many cases, opening an account requires you to be physically present as a part of the process. Speak to your chosen bank to find out if this is required.

Business licences to consider

Depending on your industry or the scope of your business activities, you may need to obtain one or more licences after company setup to commence operations.

Licence regulations only apply to a few industries in Singapore, including travel agencies, financial service providers, import and export entities, educational institutes, restaurants and hospitality enterprises.

Registering for the Singapore Goods and Services Tax (GST)

Your company must register for GST if its project annual income exceeds SGD 1 million. Also known as the Value Added Tax (VAT) or sales tax, the GST requires you to charge your customers a percentage (7%) of the goods or services they purchase. If your projected income is under 1 million, registration is not mandatory.

Annual filing

Companies are statutorily required under the Companies Act to perform certain annual filing processes to maintain compliance with a number of local commercial regulators.

We help you navigate Singapore’s business regulations with ease

Ottavia provides a range of consulting and administrative services designed to help you maximise your business potential in Singapore. Whether you’re looking for guidance on how to incorporate in Singapore or further information on setting up a subsidiary in Singapore, we’re here to help.

Contact our office today on +65 6897 9329, send us a message via our website contact form or email at enquiry@ottavia.com.sg. We look forward to hearing from you!

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PUTRA EDDY

Operations Director+65 6807 0320

DAVID TEN

Client Services Manager,
Incorporation & Immigration
+65 6807 0320