Singapore company registration

Authored by Aidan Healy

For over a decade, Healy Consultants has been efficiently and effectively assisting our Clients with i) business registration ii) business license registration iii) Singapore business banking solutions iv) visa options and staff recruitment strategies and v) workspace rental solutions.

Different Singapore entities

Healy Consultants’ experts will assist our Client in determining the most optimum corporate structure for their business needs. There are several ways of incorporating, the most common being the limited liability company (LLC), Branch Office and Representative Office.

The LLC

  • Foreign entrepreneurs generally prefer an LLC when they wish to incorporate in Singapore. This entity can engage in any commercial or industrial activity. Furthermore, the bureaucratic requirements are low as only one shareholder and one director are required;
  • This entity can be incorporated within one week, with a share capital of just US$1. Plus, our Client will not be required to travel to complete Singapore LLC registration engagement.
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Branch Office

  • A branch office can conduct business only within the scope set by the parent company. A Singapore-based branch can invoice local customers, sign sales contracts and receive income from customers;
  • The branch company can be 100% foreign owned and the parent company must obtain the necessary licence for the branch’s industry of business.
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Representative office

  • A representative office will be used if the foreign company does not intend to carry on business activities in Singapore. This entity can also be 100% foreign owned and controlled;
  • A representative office is not allowed to make direct sales in Singapore. Such an entity can only engage in activites such as i) promoting the business of the parent company and ii) market research. A local agent or distributor will be appointed to sell goods and provide services to local companies.
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Summary at a Glance
LLC
Branch
Rep office
Offshore
How long to set the company up?1 week2 weeks2 weeks1 week
How long to open company bank account?3 weeks3 weeks3 weeks3 weeks
Bank signatory must travelYesYesYesYes
Issued share capital requiredUS$100US$1
Is doing business in Singapore permitted?YesYesNoNo
Allowed to sign sales contracts with local clientsYesYesNoNo
Allowed to invoice local clientsYesYesNoNo
Corporate tax payable17%17%0%0%
Corporate bank accountSCB SingaporeSCB SingaporeSCB SingaporeHSBC Hong Kong
Can rent office in SingaporeYesYesYesNo
Tenancy agreement required before incorporation?NoNoYesNo
Allowed to import raw materials?YesYesNoNo
Allowed to export goods?YesYesNoNo
Can the entity hire expatriate staff?YesYesYesNo
Do you visit Singapore for company incorporation?NoNoNoNo
Resident director required?YesYesYesYes
Resident shareholder required?NoNoNoNo
Minimum number of directors1001
Minimum number of shareholders1001
Resident company secretaryYesYesNoYes
Individual shareholders allowedYesNoNoYes
Corporate shareholders allowedYesNoNoYes
Corporate director(s) allowedYesNoNoNo
Public register of shareholders and directorsYesYesYesYes
Singapore employment visa feesUS$2,950US$2,950US$2,950US$2,950
How long to get work permit approved3 weeks3 weeks3 weeks3 weeks
Statutory audit requiredYesYesNoYes
Annual tax return to be submittedYesYesYesYes
Access to double tax treaties YesYesYesNo
Estimate of engagement costsUS$8,800US$11,850US$8,800US$8,800

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Accounting and tax considerations

Singapore tax

    Healy Consultants Compliance Department will provide our Clients with Singapore accounting services to fulfill their annual obligations.

  1. Singapore corporate tax rate is 17% for Singapore sourced income or foreign sourced income remitted to Singapore;
  2. A Singapore registered company is legally tax exempt if all profits are derived from offshore sources;
  3. All start-ups to enjoy tax rebates on profits in the first three years. A 100% tax exemption is possible on the first S$100,000 (US$78,000) and 50% tax exemption on the next S$200,000 (US$157,000). Consequently, the effective tax rate for such companies is just 4%;
  4. As of 2013, the Government has introduced more tax exemptions and rebates that last beyond the first three years of business. As a result, a resident company will enjoy a tax rate of just 6% on the first S$300,000 (US$235,000) of profit;
  5. The government does not levy a capital gains tax. Even, the GST is charged at a low rate of just 7%;
  6. A non-resident individual is subject to tax of 20%, though it may be reduced by double taxation treaties;
  7. Singapore company formation allows a firm to benefit from the country’s 80 double taxation treaties which minimize withholding tax on funds transfers abroad;
  8. All resident firms are exempt from paying withholding tax on dividends, rentals or technical assistance;
  9. Personal income tax in the country follows a progressive system and ranges between 2% and 20%;
  10. Annual audited financial statements are submitted to the Accounting and Corporate Regulatory Authority (ACRA) within 7 months of the end of the accounting year. Our firm is a specialist in accounting and bookkeeping services;
  11. Healy Consultants Compliance Department assists our Clients to efficiently and completely discharge the annual accounting and auditing obligations through the following: i) documenting and implementing accounting procedures ii) implementing financial accounting software iii) preparation of financial accounting records and iv) preparing forecasts, budgets and sensitivity analysis to better manage financial obligations and ease the process of reporting to the authorities;
  12. If a company is managed and controlled in Singapore, then it is considered tax resident. However, if it is managed and controlled by directors and members residing outside Singapore, then it is considered as non-tax resident. Therefore, foreign sourced income which is not remitted to Singapore, is completely exempt under the Singapore tax law;
  13. An Limited Liability Partnership (LLP) is not liable for corporate income tax in Singapore if there is no Singapore sourced income and the partners reside abroad.

Fees

Timelines

The average time period required to setup a company in Singapore is 8 weeks as outlined below:

singapore company formation engagement period timeline

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Compliance considerations


Healy Consultants Compliance Department assists our Clients efficiently and completely discharge their legal and tax obligations.

  1. Singapore has a very efficient legal system. All parties, regardless of their nationality, will be offered the right to due process under the law;
  2. The Constitution of the country bars all resident firms from discriminating against employees on the grounds of religion, race, descent and place of birth;
  3. All resident companies is barred from releasing private information about individual without his/her consent;
  4. The Competition Act mandates all resident firms to gain approval from the Government in regards to M & A matters;
  5. Singapore is party to the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards; arbitration in other countries that also follow the convention will be enforceable in Singapore;
  6. Every Singapore company formation is mandated by law to provide the details of its directors and its shareholders along with their holdings for public record. A resident company is exempt from this obligation if there have been no relevant accounting transactions in the financial year;
  7. A resident firm is exempt from the annual statutory financial audit if corporate turnover is less than US$4 million and there are no corporate shareholders;
  8. A resident company will be required to maintain both a local address and company secretary, when incorporating in Singapore. Healy Consultants can provide a local address for monthly fee of US$1,450;
  9. All resident firms are mandated to report all changes in the particulars of the company or its officers to the Accounting and Corporate Regulatory Authority (ACRA);
  10. A resident company must ensure that all its foreign employees hold relevant permits before they start working in an official capacity;
  11. All resident firms must contribute to their employees’ CPF account for they are earning more than S$50 per month. Employer contribution ranges from 6-16% and applies solely to employees who are Singaporean citizens or permanent residents;
  12. Singapore corporate law allows for de-registration of a resident company, which takes around 6 months to be completed. Our experts can provide our Clients with this service for US $1,450.

Singapore employment visas


Migration to the country can be an expensive and complicated process, with Singapore visa applications requiring extensive supporting documentation. Hence, engaging the assistance of a corporate services firm can be valuable.

After our Clients incorporate a Singapore company, Healy Consultants assists them in obtaining employment visas from the Immigration Department (Ministry of Manpower). We are proud to say that our approval rate is still 100%. Healy Consultants’ fee to assist our Clients in obtaining work permit is US$2,950.

The two important visa schemes associated with Singapore company entity are:

Entrepreneur visa (Entrepass)

  • This Singapore work visa allows entrepreneurs an expedited entry into the country. This permit lasts for one year, but it can easily be extended as long as the business setup meets the government work requirements;
  • An entrepreneur will need to provide i) proof of company registration with at least S$50,000 initial share capital and ii) proof that the applicant himself/herself holds 30% of the shares;
  • In addition, the company must be meet one of several additional requirements listed by the Ministry of Manpower.
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Employment visas

  • A Singapore employment visa is valid for 2 years and can be extended as long as the employment continues;
  • The Ministry of Manpower has introduced 3 varying employee passes, which are aimed at varying professional levels and have a minimal monthly salary requirement;
  • All of these passes allow spouses and children under the age of 21 to be brought into the country. The details are as follows:

P1 Pass


This pass is aimed at Managers, Directors, CEOs, CFOs and others high leveled individuals who have some form of specialism. The minimal fixed monthly salary for this visa is S$8,000.

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P2 Pass


This pass is aimed at individuals whose monthly minimal fixed monthly salary is between S$4,500 and S$8,000.

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Q1 Pass


This pass is aimed at young graduates with specialized skills who are earning a minimal monthly salary of S$3,000. A Q1 pass holder can not apply for Long-term Social Visit Passes.

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Grants and funding programs

Grants and other funding programs are available from the government in many categories, including developing a Singapore company entity, innovation, and exporting. Healy Consultants supports our Clients by locating the assistance programs most relevant to their business activities.

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SGX listing

Company registration in Singapore allows entrepreneurs to list their firm on the Stock Exchange (SGX); Healy Consultants provide this corporate advisory service. The process includes preparing feasibility studies, ensuring compliance with SGX regulations and advice on risk management, effective tax structure and more. For more information, visit our Stock Exchange listing services webpage.

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Success tips when doing business in Singapore

Singapore business

  1. The country has several distinct cultures, each with its own business etiquette. Malays are likely to frown upon handshakes between opposite sex business persons, while more traditional Chinese businessmen are likely to bow in place of a handshake;
  2. All negative remarks or comments should be made in private and entrepreneurs should take extra care to avoid correcting a business partner in a way that might embarrass the other.
  3. Chinese individuals are generally averse to fee negotiations and so, attention should paid to ensure that a Chinese business partner is not offended by your negotiations;
  4. Names depend on the culture of the business person as well. Chinese names usually lead with the surname and are followed by 1 or 2 given names, while Malay games are likely to forego a family name entirely;
  5. The exchange of business cards is an important aspect of working in the country. A business card should be given to everyone attending the meeting. When receiving a business card, taking time to look and comment about the card shows respect;
  6. Government agencies play an important role in business in the country. So, a foreigner engaging in company registration should exercise restraint and be patient as much as possible because the authorities will always have the final say in the matter;
  7. Since, all resident companies will not be well-versed with international trade, Healy Consultants encourages our Clients to consistently use and sign contracts of service;
  8. Singaporean business communication is very polite, with questions often worded with a yes/no format, such as “would you like to or not?”. Business persons should consider this when communicating about business dealings;
  9. Make friends with your local Clients and suppliers. Singapore’s business culture is based on extra caution and so, you will need to develop trust before starting work together.
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Did you know about Singapore?

  1. The country is made up of 1 main island and 63 smaller islands, most of which are uninhabited;
  2. It is also among the 20 smallest countries in the world. However, it is the 2nd most densely populated country in the world;
  3. The country’s name comes from the term ‘Singapura’ which literally means Lion City. In 13th century, an Indonesian prince saw an animal that he thought was a lion and hence, the name;
  4. The Merlion (half fish and half lion) is the most popular symbol of the country. The fish represents Singapore’s past as a small sea town while the lion represents the creature which the Indonesian prince saw;
  5. Singaporean national anthem ‘Majulah Singapura’ is actually sung in Malay;
  6. The highest point in the country is Bukit Timah Hill which is only 164 meters high;
  7. The world’s first night zoo, Night Safari, is located in Singapore;
  8. Singapore’s Bukit Timah Nature Reserve has a greater variety of trees than in all of North America;
  9. Singapore’s Jurong Bird Park is the world’s highest man-made waterfall;
  10. Singapore’s Suntec City has the world’s largest foundation.
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Useful links

External readings

External videos


Contact us

For additional information on Singapore company formation, you can email us at email@healyconsultants.com or phone us at (+65) 6735 0120. Address: #15-01 Valley Point, 491B River Valley Road, Singapore 248373.

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