How to Register A Company in Singapore
Singapore is known as a top financial centre, with robust IP protection, lots of options for securing funding, several assistance schemes for startups, a pro-business regulatory environment, ease of doing business, and an attractive corporate tax framework. It also has excellent connectivity and proximity to the world’s largest emerging markets of India and China – aided by a world-class Changi Airport. The city-state also has over 100 plus comprehensive trade agreements.
All this makes Singapore an ideal destination for company incorporation in the Asia-Pacific, both for foreign individuals – may be an investor or an entrepreneur, as well as foreign companies. For this, there are lots of business registration options to choose from, with the option of relocation, or without relocation by appointing a nominee resident director.
We discuss these in detail below.
Company Registration Options in Singapore
FOR FOREIGN INDIVIDUALS
In Singapore, there are five different business structures to choose from, these are sole-proprietorship, partnership, limited partnership, limited liability partnership, and private limited company, which is the most common and flexible business entity. It is also considered a separate legal entity, is limited by shares, and must abide by the Singapore Companies Act. This means that the company’s shareholders are not liable for its debts and losses. To do company registration in Singapore, the requirements are:
- At least one shareholder, which can be a natural person or a corporate entity.
- One resident director (who may be a Singapore citizen, permanent resident, Employment Pass holder or a Dependant Pass holder).
- One company secretary who is resident in Singapore.
- Initial paid-up capital of at least S$1, or it’s equivalent in any major currency.
- A physical address in Singapore as the office address; PO Box is not allowed.
Notably, a foreign individual can incorporate a company in Singapore either by relocating to Singapore, and choosing either of the two options of:
- Employment Pass and
- EntrePass, or
- Without relocating, and choosing our nominee resident director service.
Here, a foreign individual can incorporate a Singapore private limited company using our company incorporation services, which include a resident director (nominee director temporarily), company secretary, and local physical address requirements. After the company incorporation, we can apply for your Employment Pass (EP). Once it is approved, the foreign individual can relocate to Singapore. Then, our temporary directorship ceases and the individual acts as the sole director.
Here, a foreign entrepreneur, who wants to form a company in Singapore, can apply for an EntrePass, which comes under the scheme Startup SG Talent, which is part of Startup SG – an initiative of the Singapore Government to encourage and nurture a thriving startup ecosystem in the country.
Singapore’s Ministry of Manpower and SPRING Singapore are jointly responsible for the EntrePass, which is applicable for the innovative technology sector, and R&D-intensive enterprises including the clean-tech and biotech sectors.
The eligibility requirements for an EntrePass application include:
- Funding of at least S$100,000 from a recognised third-party venture capitalist, or a business angel accredited by the Singapore Government.
- Possession an IP registered with an approved national IP institution by any shareholder of the company.
- Research collaboration with institutes of higher learning in Singapore.
- Based at a Singapore Government-supported incubator.
- 30 percent stake of the applicant in the incorporated company with paid-up capital of at least S$50,000.
- A 10-page draft business plan with objectives clearly stated.
- Total local business spending of at least S$100,000 in the first year.
- The hiring of at least two Singaporean residents in the first year.
NOMINEE RESIDENT DIRECTOR
The procedure is similar to incorporating a company with EP, except in the need for EP application and resident director.
If the foreign individual doesn’t shift to Singapore, there’s no need to apply for the Employment Pass. Instead, the individual can continue using our nominee resident director service, to fulfill the statutory requirements as mandated by the Singapore Companies Act.
FOR FOREIGN COMPANIES
Any foreign company has three business registration options in Singapore. This include a private limited company, a branch office, and a representative office.
FOREIGN PARENT COMPANY
The key requirements, benefits, procedure and statutory compliance requirements of this is just the same as incorporating a private limited company in Singapore. Again, similar to foreign individuals, foreign companies too can incorporate the company either by relocation (with Employment Pass) or without relocation (with nominee resident director). But the option of EntrePass is not available to foreign companies.
Another option for a foreign company is to set-up a Branch Office (BO) in the city-state, which facilitates business operations and revenue generation in and around the region. Importantly, a BO don’t enjoy any tax exemptions or subsidies available to private companies in Singapore. The requirements for setting up a BO is a registered physical office address in Singapore, which cannot be a PO box; and two Singapore resident agents, who can be citizens, residents, EP holders, or even Dependent Pass holders. Do note that foreign companies cannot register their Singapore BOs themselves. Instead, they have to engage an authorised third party, such as us, to do it for them.
A final option for foreign companies – looking to explore business opportunities first before deciding on a permanent set-up – is to set up a Representative Office (RO) in Singapore, which can be its launch pad in the Asia-Pacific. An RO is just an extension of the foreign company and is not permitted to engage in revenue generation.
Looking to establish a company in Singapore? Start by filling in the form below.