Company incorporation in Singapore

If you do business in Singapore there may be a point that it makes sense to set up a local company. Then you need to know how to comply with local regulations and who can help you.

This article describes:

  • the most likely types of company to set up;
  • how you do this and who can help you;
  • a few important fiscal regulations.
Office building where a foreign company is incorporated

Your legal entity in Singapore

Singapore is one of the leading business hubs in Asia, known for its strong economy, political stability, excellent infrastructure, and business-friendly environment. The city-state’s strategic location in Southeast Asia, along with its well-developed financial and legal systems, makes it an ideal destination for foreign companies looking to expand in the region.

Most Common Business Forms for Foreign Companies

The most common business structure for foreign companies in Singapore is the Private Limited Company (Pte Ltd).

  • A Private Limited Company (Pte Ltd) is a separate legal entity, meaning it can enter contracts, own property, and be held liable for its own debts.
  • Foreigners can fully own the company, with 100% foreign ownership allowed. However, at least one director must be a resident of Singapore, which includes Singaporean citizens, permanent residents, or holders of an Employment Pass.
  • The company must have at least one shareholder (who can be an individual or a corporate entity) and a company secretary who is a resident of Singapore.
  • The minimum paid-up capital for incorporating a Private Limited Company is SGD 1, though businesses often choose to start with higher amounts based on their needs.

Another option for foreign businesses is the Branch Office, which is an extension of the foreign parent company and does not offer limited liability protection. It is suitable for companies that wish to operate in Singapore but still maintain their foreign parent company’s control.

Setting Up a Company in Singapore

Setting up a Private Limited Company (Pte Ltd) in Singapore involves several key steps:

  1. Choosing a unique company name and ensuring it complies with Singapore’s naming rules and regulations.
  2. Filing the company’s incorporation documents with the Accounting and Corporate Regulatory Authority (ACRA), including the company’s constitution (equivalent to Articles of Association), registration forms, and proof of a local address.
  3. Appointing at least one local director, who must be a resident of Singapore, and at least one shareholder. Shareholders can be foreign nationals.
  4. Appointing a company secretary who is a resident of Singapore. The secretary must be appointed within six months of incorporation.
  5. Opening a corporate bank account in Singapore to manage company finances and make the initial deposit.
  6. Registering with the Inland Revenue Authority of Singapore (IRAS) for tax purposes, including Goods and Services Tax (GST) registration if applicable.

The process is relatively quick, and most companies can be incorporated within 1-2 days if all documents are in order. Many companies also opt to engage professional incorporation services to ensure compliance with local regulations.

Taxation and Withholding Taxes

Singapore is renowned for its competitive and business-friendly tax regime. The corporate income tax rate is 17% on chargeable income, with various tax exemptions and incentives available to further reduce the tax burden for eligible businesses.

Regarding dividends:

  • Dividends paid to foreign shareholders are not subject to withholding tax in Singapore, which makes it an attractive location for repatriating profits.
  • Singapore has signed numerous double taxation treaties with countries worldwide, allowing businesses to benefit from reduced withholding tax rates on dividends and other income.

Service Providers for Company Incorporation

These service providers offer expert assistance with company formation, legal compliance, tax registration, and more, ensuring that foreign businesses can navigate the incorporation process smoothly and efficiently in Singapore.

Do you need a local company?

A local entity is not always the answer. A distributor, an agent or an employer of record gives you presence in the market without the administration of your own company.

You do need one when you hire local staff, hold stock or an office, bid for public tenders, or when your activity creates a permanent establishment for tax purposes. The alternative is usually a branch: cheaper to set up, but the parent company stays liable.

Do you need help in Singapore?

Our service providers are local specialists. They know the market, the regulations and the parties that matter, and they can support you with the steps on this page.

Ask a professional

Setting up a company in Singapore in three steps

Step 1

Choose the legal form

Compare a limited company, a branch and a representative office on liability, minimum capital, local director requirements and what a bank will accept.

Step 2

Incorporate and register

Prepare the statutes and identification documents, register with the trade register and the tax authority, and open a local bank account — usually the slowest step.

Step 3

Stay compliant

Arrange bookkeeping, VAT and payroll from day one and note the filing deadlines. Fines for late annual accounts are common and easy to avoid.

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