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

How to Incorporation & Register a Company in Singapore

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

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

Subsidiary Branch
Company Name Name can be the same or different from the foreign company Must be the same as foreign company
Officer Company 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 1 local corporate representative
Shareholder / Owner Foreign company to own at least 51% shares Owned by foreign company
Paid up Capital Minimum S$1.00 As per the foreign company
Registered Address A local registered address is required in Singapore. PO Box is not acceptable. The address can be commercial or residential (if conditions are met) A 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 entity No. The Company Registrar (ACRA) does not allow foreigners to register company themselves. You need to engage a professional firm to assist with setting up a subsidiary. No. The Company Registrar (ACRA) does not allow foreigners to register company themselves. You need to engage a professional firm to assist on the setup
Singapore New Start up Tax Incentive Yes, if conditions are met No, however 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 1 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
Physical presence is required for company setup? Not required. You may setup the company remotely Not required. You may setup the company remotely
Opening company bank account Once the company is setup, you may initiate the bank account opening Once the company is setup, you may initiate the bank account opening
Timeline Upon receiving the complete documents, it takes 1-2 working days to setup the company Upon receiving the complete documents, it takes 1-2 working days to setup the company

Documents required for incorporation

Prior to the beginning of the registration process, the applicant must provide the following documents to the company registrar:

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 Office:

  • Foreign company name and it’s particular
  • List of director’s particular of the foreign company
  • The details of the 1 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 registration documents of the foreign company, 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.

The timeline for registration procedure

Thanks to efforts by the Singapore Registrar of Companies 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 setup, it needs to have an approved name which meets with a number of criteria. Obtaining approval involved filing an application with the Company Registrar which your 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 professions such as bank, finance, law, or media, which may mean it requires approval from the relevant government authority outside of the registrar, the process is generally completed and a verdict (approved or rejected) rendered in under an hour.

To be approved, your company name is required to satisfy 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 counting 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: Registration of 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 types 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 is setup, 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 that contains your company registration number. In an attempt to modernise the process, a hard copy is no longer issued as a matter of course. 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 and successful payment.

For all legal and contractual purposes, the above two documents are considered sufficient for the purposes of conducting business in Singapore. Although there are a few other items which are important once your company is registered. Most notably, a company rubber stamp. Subsidiary companies have a number of additional documents 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 require you to be physically present as part of the process, but speak to your chosen bank to find out if it is required.

Business licenses

Depending on your industry or the scope of your business activities, you may need to obtain one or more licenses after company setup before you can commence operations. Licence regulations apply to only a few industries in Singapore including travel agencies, financial service providers, import and export entities, educational institutes, restaurants and hospitality enterprises.

Registering for the goods and services tax (GST)

Your company must register for the GST if your company’s projected 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.

Helping locals and foreigners understand corporate income tax and employment passes

Ottavia provides a range of consulting and administrative services designed to help you better do business in Singapore. Whether you’re looking for guidance on how to incorporate in Singapore or want to find the most suitable bank for your business, we’re there for you. Contact our office today on +65 6807 0320 or send us a message via our enquiry form or through email at enquiry@ottavia.com.sg and we’ll get back to you as soon as possible.

Contact Us

PUTRA EDDY

Operations Director+65 6807 0320

DAVID TEN

Client Services Manager,
Incorporation & Immigration
+65 6807 0320

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