Company Registration in Singapore
Incorporating in Singapore is quick. Deciding what to incorporate, who has to be resident, and what you are committing to afterwards is the part worth getting right. We advise on all three and handle the filing.
Registering a company in Singapore is fast, and that is exactly why it is worth a conversation first. The filing takes a day. The decisions taken in that filing, about structure, ownership, directors and share capital, are the ones you live with.
We act for founders here, for foreign individuals setting up in Singapore, and for overseas companies establishing a subsidiary, branch or representative office.
Choosing the structure
Private limited company. The default, and for good reason: liability is limited, ownership can be divided and transferred, the tax treatment suits a trading business, and it is the structure banks, investors and counterparties expect.
Sole proprietorship. Simple and cheap, and the owner is personally liable for everything. Suitable for a very small operation and rarely for anything with contracts or employees.
Limited liability partnership. Used mainly where the participants are professionals operating together but wanting separate liability.
Branch or representative office. For a foreign company that wants a presence without a separate Singapore entity. A branch is an extension of the parent, which has consequences the parent may not want. A representative office cannot trade at all and exists only for market research and liaison, for a limited period.
Which of these fits turns on liability, on tax, on what you intend to do, and on who is going to own it. It is a short conversation and it is much cheaper than restructuring later.
What Singapore requires
- At least one director ordinarily resident in Singapore. A citizen, a permanent resident, or the holder of a suitable pass. This is the requirement that shapes most foreign founders’ plans, and it needs a real answer rather than a nominal one
- At least one shareholder, individual or corporate. Foreign ownership can be one hundred per cent; there is no local shareholding requirement
- A company secretary, appointed within six months of incorporation and ordinarily resident here
- A registered office address in Singapore, which must be a real address rather than a post office box
- Paid-up capital, which can start nominally, though the figure you choose is visible to anyone who looks and is worth setting with that in mind
Foreign founders
You can own a Singapore company outright without living here. What you cannot do is dispense with the resident director requirement, and how you satisfy it is the first thing to settle.
The options are appointing someone who is already resident, relocating on an appropriate pass, or engaging a nominee director. Each has consequences for control, for cost and for how the company is actually run, and a nominee arrangement in particular needs documenting properly so that everyone understands what the nominee will and will not do. Our note on nominee directors and shareholders sets out the issues.
Where relocation is the plan, the pass application and the incorporation interact, and the sequence matters. See immigration.
After incorporation
Registration is the beginning of a compliance cycle rather than the end of a task. A Singapore company must keep statutory registers, hold or dispense with annual general meetings correctly, file annual returns with ACRA, prepare financial statements, and file its corporate tax returns. GST registration becomes compulsory once turnover crosses the threshold.
None of this is difficult, and all of it is penalised when missed. We handle the ongoing side through corporate secretarial services, and the accounting and tax through bookkeeping and accounting and tax and accounting.
Getting the founding documents right
Two founders incorporating together should agree what happens if one leaves, before either of them wants to. The constitution alone does not deal with it. A shareholders’ agreement does, and it is far easier to negotiate at the start than at the point of departure.
This is the single most common thing we are asked to fix afterwards, and by then the fix is a negotiation rather than a document.
Company registration in Singapore: frequently asked questions
How long does incorporation take?
Where the name is acceptable and the details are in order, registration itself is generally a matter of a day or so. What takes longer is the preparatory work: deciding the structure, resolving the resident director requirement, and completing the identity and background checks that any filing agent must carry out.
Can a foreigner own a Singapore company entirely?
Yes. There is no local shareholding requirement and foreign ownership can be one hundred per cent. The requirement that cannot be avoided is having at least one director ordinarily resident in Singapore.
What does "ordinarily resident" mean for a director?
In practice, a Singapore citizen, a permanent resident, or someone holding a pass that allows them to act. It is a real requirement rather than a formality, and the person appointed takes on genuine directors’ duties, which is why nominee arrangements should be documented rather than assumed.
How much paid-up capital do we need?
A company can be incorporated with a nominal amount. Whether it should be is a different question: the figure appears on the company’s public profile, and banks, landlords, counterparties and licensing authorities do look at it. Set it deliberately rather than by default.
Do we need a company secretary straight away?
One must be appointed within six months of incorporation, and must be ordinarily resident in Singapore. The role is substantive, covering registers, filings and meeting procedure, and leaving it unfilled or unattended is a common source of avoidable penalties.
Subsidiary, branch or representative office?
A subsidiary is a separate Singapore company, which usually gives the cleanest liability and tax position. A branch is an extension of the foreign parent, so the parent carries the exposure. A representative office cannot carry on business at all and exists only for research and liaison, for a limited period. The right answer depends on what you actually intend to do here.
Can you keep handling the company after it is set up?
Yes, and most clients want that. The corporate secretarial, accounting and tax work continues after incorporation, and having it in one place means the filings, the registers and the accounts are consistent with each other.
What clients say.
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