Singapore Entity Setup

A subsidiary company is a private limited company incorporated in Singapore with the parent company as its shareholder. A private limited company is a LLC in which the shares are held by less than 50 persons and are not available to general public. Most privately incorporated businesses in Singapore are registered as private limited companies. A private limited company’s name in Singapore usually ends with Private Limited or Pte Ltd. The shareholders of a private limited company can either be individuals or corporate entities or both.

A branch office is registered in Singapore as an extension of its parent company and not as a separately incorporated entity. The liabilities of a branch office extend to its parent company.

The minimum investment mandated by authorities is paid up capital of S$1 at the time of company registration. Only foreigners looking to relocate to Singapore under the Singapore Entrepreneurs Pass scheme to operate their newly established company are required to invest a minimum sum of S$50,000. 

The Singapore Companies Act allows for 100% ownership of Singapore companies by foreign persons or entities. There is no restrictions on the type of business activities that a company can engage in. 

A Singapore company is required to have at least one local resident director. IN order to qualify the person must be either (1) a Singapore citizen, (2) Singapore PR (3) Employment Pass holder from the same company they act as a director (4) Entrepreneur Pass holder. 

A person who acts as a sole director of a company cannot act as a company secretary. While a corporate secretary is not required by Singapore Company Register, ACRA, it is very common to appoint a secretary to maintain corporate records.

A local registered address is a minimum requirement for opening a company in Singapore. The registered address must be a physical address in Singapore and not just a PO Box. 

To register your business in Singapore, you must make sure that your proposed name is approved by ACRA. Usually, you will find out whether your proposed name has been approved or rejected within a day. However, if your proposed name contains specific words such as media, bank, law, finance, or education, the corresponding external governmental authority may be required to review and approve the name.

Once you have received approval for your name, the process of filing the paperwork and obtaining approval from the ACRA can be done in just a day – as long as the documents are all ready and have been signed by all directors of the new company.

You receive a Certificate of Incorporation. ACRA will send an email notification confirming the registration of your company. This is your official Singapore Company Incorporation Certificate and will include your business registration number. If you want a hard copy of the certificate, you can make an online request to ACRA for S$50.

You receive a Business Profile (”Bizfile”). ACRA will also provide the business profile of your new company for free. The business profile is the identity card of the company.

 If you expect your business’s annual turnover to exceed S$1 million, then you must register for Goods & Services Tax, or GST (also referred to as value-added tax, VAT, in many countries). If you do not expect your business’ annual turnovers to reach S$1 million, you are not required to register for GST.

The final step is to decide the bank to work with. Singapore has world class banking infrastructure that startups and hyper growth companies alike benefit from. The process of establishing a bank account can be an unexpectedly long process that many companies do not sufficiently plan for. This can include extensive application documents, notarized director documents, KYC documentation and in person signatures. Common local banks in Singapore include DBS, OCBC, UOB.

The Accounting and Corporate Regulatory Authority is a statutory board under the Ministry of Finance of the Government of Singapore. ACRA is the regulator of business registration, financial reporting, public accountants and corporate service providers.

Inland Revenue Authority of Singapore (IRAS) is the Government agency responsible for the administration of taxes and enterprise disbursement schemes.

The Ministry of Manpower is a ministry of the Government of Singapore responsible for the formulation and implementation of policies related to the workforce in Singapore.

The Central Provident Fund Board, commonly known as the CPF Board or simply the Central Provident Fund, is a compulsory comprehensive savings and pension plan for working Singaporeans and permanent residents primarily to fund their retirement, healthcare, education and housing needs in Singapore.

Corppass is the authorisation system for entities to manage digital service access of employees who need to perform corporate transactions. There are more than 200 government digital services available today.