[Terms of Use: The information, content and other materials provided on this website are provided on an "as is" and "as available” basis for general information purposes and not as professional advice. No warranties of any kind are given.]

Business may be conducted in Singapore as a

  • Singapore incorporated company; or
  • Branch of a foreign company; or
  • Sole proprietorship; or
  • Partnership

Foreign companies may set up a Representative Office to handle promotion and liaison work on behalf of foreign company to test market.

1. Companies

Incorporation of companies is under the purview of the Accounting and Corporate Regulatory Authority (“ACRA”) and governed by the Singapore Companies Act (Chapter 50).

Companies limited by shares are the most common and it may be incorporated as
  • a private (< or = 50 members); or
  • public company (> 50 members).

A private company may restrict the right to transfer shares.

A company must have
  • At least one director who is a natural person and is ordinarily resident in Singapore [includes a foreigner who has been granted an employment pass or entrepreneur pass].
  • At least one secretary who must be a natural person having his or her principal or only place of residence in Singapore.

Minimum share capital is S$1.

[Click here for company incorporation checklist.]

  • Reservation of proposed name of company – usually within 1-2 days but may take up to 2 weeks if proposed name requires approval from other authorities. Certain activities, e.g. banking, insurance, trust companies and financial services - need to be licensed by Monetary Authority of Singapore (“MAS”).
  • Incorporation process – usually within 3 business days once proposed name has been approved.

2. Branches

Registration of branches of foreign companies is under the purview ACRA and governed by the Singapore Companies Act (Chapter 50).

Name of the Singapore branch must be the same as the head office with the inclusion of “Singapore Branch” and written approval to be obtained from ACRA.

Application process may take up to 3 weeks. Information and documents on the foreign company to be submitted include

  • Name of company;
  • Date and country of incorporation;
  • Capital structure;
  • Principal activities; and
  • Names of countries with branches.

A branch must have at least one person resident in Singapore to act as its authorised representative. The authorised rep must be a Singapore citizen, or a permanent resident or a foreigner holding a valid employment pass.

A branch is an extension of the foreign company and is not a separate legal entity. It is usually not considered tax resident in Singapore.

[Click here for branch registration checklist.]

3. Representative Offices

A foreign company may establish a Representative Office (“Rep Office”) in Singapore. A Rep Office does not carry on business but undertakes research, feasibility studies and liaison activities on behalf of the foreign company.

Broadly, a Rep Office must not: -
  • engage in any trading (including import and export)/ business activities directly or on behalf of the foreign company;
  • lease warehousing facilities;
  • lease its office to other establishment for a fee;
  • enter into or sign business contracts, issue invoice/receipts, open/receive letters of credit and sign contracts on behalf of the foreign company or provide services for a fee.

International Enterprise (“IE”) Singapore (statutory board) oversees the registration of Rep Offices. It is not required to keep accounts or file tax returns except in respect of its employees’ remuneration (Form IR8A).

A Rep Office of a foreign entity is a temporary establishment and it may operate in Singapore for a maximum of three (3) years from its commencement date, provided that its status is evaluated and renewed by IE annually. If the foreign entity decides to continue its presence in Singapore thereafter, it is required to register a subsidiary or a branch with ACRA.

There is no RO status for financial institutions, financial services, insurance and legal entities. Enquiries on the financial sector can be made with the MAS.

4. Sole Proprietorships

To start his own business, an individual registers with ACRA under the Business Registration Act. The sole proprietorship is not a separate legal entity. A foreigner needs to have an employment pass or entrepreneur pass.

A company which wishes to operate under a business name may register the business name as “a sole proprietorship” under the Business Registration Act.

5. Partnerships

A partnership is not a separate legal entity and each partner is jointly and severally personally liable to the creditors for the debts and obligations of the partnership not satisfied by the partnership’s assets. The maximum number of partners is 20.

Partnerships must be registered under the Business Registration Act, subject to annual renewal. Certain professions must be registered under the relevant legislation, e.g. the Legal Profession Act (Chap 161).

No accounts are required to be filed with the Registrar of Businesses. A partnership is not charged to tax as an entity although a partnership tax return must be filed with the Inland Revenue Authority of Singapore (“IRAS”). The adjusted income of the partnership is allocated among the partners and included in their individual income tax returns.

6. Limited Liability Partnerships

A Limited Liability Partnerships (“LLP”) is a “body corporate” which is formed upon registration under the LLP Act legislated in 2005. An LLP allows businesses to operate and function as a partnership and yet has the status of a separate legal person.

It must have
  • At least one manager who must be a natural person and a partner can also be a manager; and
  • At least two partners who can be natural persons or bodies corporate.

Notwithstanding LLPs being regarded as bodies corporate, for income tax purposes, an LLP is treated as a partnership and not a separate legal entity.

7. Limited Partnerships

A Limited Partnership (“LP”) registered under the Limited Partnership Act 2008 consists of

  • At least one general partner who is liable for all debts and obligations of the LP incurred while he is a general partner of the LP; and

  • One or more limited partners who will not be liable for the debts and obligations of the LP beyond the amount of his agreed contribution. Limited partners cannot participate in the management of the LP nor bind the LP.

An LP does not constitute a separate legal entity and the tax treatment is similar to that for a general partnership.

8. Joint venture

The types of joint venture commonly used are:
  • An incorporated company where the joint venture parties are shareholders
  • A contractual joint venture where the business is treated as a partnership and the joint venture parties are taxed as partners.
Copyright @ 2012 Pioneer Corporate Services Pte Ltd. All rights reserved.
Registration No.: 199000119H | EA Licence No.: 07C4236
Home | Services | FAQ | Form | Affiliate | Contact Us | Terms of Use