Business entities in Singapore

There are several types of companies our Clients can set up, the most common being the private limited company (LLC), branch office and representative office.

  • The private limited company (Pte. Ltd.)

    Singapore company setup requirements for different business entity types

    • The most commonly set-up company in Singapore is the private limited company, which is abbreviated to “Pte. Ltd.”. This company type is functionally equivalent to the LLC in other jurisdictions, with shareholders’ liability being limited to the amount unpaid on their shares;
    • Thanks to the relaxed rules on opening a private limited company, requiring only one shareholder, one director, a company secretary, a registered address and no minimum share capital, foreign investors overwhelmingly favour the Pte. Ltd. when entering the Singaporean market. This entity can engage in any commercial or industrial activity, and there are no restrictions on foreign investment;
    • Singaporean private limited companies may have up to 50 shareholders. If there are likely to be either i) more than 50 shareholders or ii) regular share transfers, then an unlisted public limited company is a better option;
    • This entity can be incorporated within one week without the need for our Clients to visit Singapore or contribute any share capital. However, at least one of the company’s directors must be resident in Singapore.

    Best uses:

    General purpose – A private limited company fulfils the needs of almost every application for doing business either within or outside of Singapore. These entities have low administrative requirements and can be turned to almost any use as long as share liquidity is not required. These attributes of the Singapore LLC make it ideally suited for use as a subsidiary or as an entrepreneurial vehicle.

    The private limited company’s flexibility also means that it can be used in the following ways:

    Special Purpose Vehicle (SPV)

    • SPVs can be used to i) hold designated assets on behalf of its investors while insulating the shareholders from liability and ii) raise funds from the market;

    Holding company

    • This vehicle is used to hold and manage long-term investments including debt, real estate, and shares in other businesses. Holding companies derive their income primarily from dividends, interest payments and rental fees, depending on the types of assets held;
    • In Singapore, a holding company can be incorporated as a paper company (offshore company) to manage international investments in a tax-efficient manner.
    • Singaporean companies can be used as private wealth vehicles to manage family assets. Visit Healy Consultants’ page on family wealth vehicles to learn more and compare different structures that can be used to run a family office.
  • Branch office

    • Foreign companies may do business in Singapore without setting up a separate legal entity, although they must register with the Accounting and Corporate Regulatory Authority (ACRA) to do so. Doing business in this manner is known as establishing a branch office in Singapore;
    • 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;
    • As an extension of the foreign company without its own legal personality, a branch does not have limited liability. Any liabilities incurred by the branch are therefore attributed to the parent company. Consequently, using a branch introduces greater risk to your business;
    • Branch offices may only be registered by foreign corporations, as stipulated by Singapore’s Companies Act;
    • Branches are treated as non-resident for tax purposes. This means that they do not benefit from Singapore’s double taxation avoidance treaties, nor the tax incentives for new companies.

    Best uses:

    Not recommended – Although there are some limited advantages to using branches in other jurisdictions, Healy Consultants recommends incorporating a local company rather than establishing a branch in Singapore. Since the company has no minimum capital requirement, limited liability, a lower number of mandatory resident agents and allows 100% foreign ownership in all fields, the traditional benefits of a branch do not apply. No time is saved in registering a branch either, as Singaporean companies can be set up in under a week.

  • Representative office

    • A representative office can be used if a foreign company does not intend to carry on revenue-generating business activities in Singapore. Annual filings are simplified since the lack of revenue means that taxes do not need to be filed or assessed;
    • These entities cannot make direct sales. Instead, they may only carry out “auxiliary activities”, for example i) promoting the business of the parent company ii) market research iii) after-sales support or iv) research & development;
    • The scale of representative offices’ operations is limited by a rule requiring fewer than five members of staff;
    • Representative offices’ limited scope brings with them a limited lifetime, as they may only operate for up to three years before being required to convert to a branch;
    • New foreign businesses may not set up representative offices in Singapore, as the law requires that the foreign entity i) has annual sales of more than US$250,000 and ii) has existed for at least three years;

    Best uses:

    Market research – If your business wishes to send a small delegation of staff to investigate the Singaporean market, a representative office is a good short-term solution with simpler financial reporting than for a company. For other activities or long-term establishments in Singapore, a company is usually preferred due to greater flexibility in the activities it can carry out and more freedom to generate value for the business.

  • Free Zone Company

    • Our Clients also have the option of setting up a free zone company. For this purpose, our Clients will need to incorporate a simple LLC and then obtain an operating permit from the free zone authority;
    • For more information about this business entity, refer to our Singapore free zones page;

    Best uses:

    International Trade – A free zone company is generally used by trading companies which need to import products into Singapore for further processing and then export the finished goods to other countries.

  • Singapore fast solution

    • This solution is recommended for Clients who need an immediate company setup in Singapore. For such Clients, Healy Consultants presents our fast turnkey solution which includes i) a company registration number ii) an already approved multicurrency corporate bank account number and iii) a business address;
    • For more information, refer to our Singapore shelf company/turnkey solutions page;

    Best uses:

    The Singapore fast solution is recommended for Clients who immediately need a local company to close deals or sign contracts in Singapore.

  • Limited Liability Partnership

    • An alternative to the limited liability company is the limited liability partnership (LLP). Like the LLC, this entity offers limited liability benefit to its partners. Furthermore, this entity can issue contracts, lease property and sign legal documents in its own name;
    • An LLP can be setup by 2 partners with minimum capital of US$1. However, the LLP will be required to appoint at least 1 manager who is ordinarily resident in Singapore;
    • An LLP will not be subject to annual corporate income tax. However, the income will be taxed in the hands of the partners. Consequently, if the partners are individuals, personal income tax will be payable or if they are corporate entities, corporate income tax will be payable;

    Best uses:

    Professional services – An LLP is generally recommended for firms providing professional services including accounting & tax services, consulting services and legal services.

  • Partnership

    • Some of our Clients may wish to form a general partnership (GP) in Singapore. Unlike in an LLP, partners of a GP will be personally liable for all losses and debts of the partnership;
    • An alternative option to the GP and LLP will be the limited partnership (LP). An LP comprises of at least 1 general partner (who is personally liable for all losses and debts) and 1 limited partner (whose liability is limited to the extent of his capital contribution);

    Best uses:

    Not recommended – GPs and LPs are not recommended to our Clients as they expose the partners to personal liability for all damages and losses. Instead, our Clients should either choose an LLC or an LLP.

  • Table of comparison for Singapore entities

    SummaryFast SolutionPLCBranch OfficeTrust
    Best use of company?Close a customer
    deal now
    SGX listingConsolidate
    losses
    Tax planning
    How soon can you invoice Clients/sign sales contracts?1 day1 week1 weekCannot trade
    How soon can you hire staff?1 day1 week1 weekCannot hire
    How soon can you sign a lease agreement?1 day1 week1 week1 week
    How long to supply company registration numbers?1 day1 week1 week2 weeks
    How long to supply corporate bank account numbers?4 weeks6 weeks6 weeks6 weeks
    Corporate tax rate on annual net profits?17%17%17%0%
    Effective tax rate on US$500,000?10%10%10%0%
    Limited liability entity?YesYesNoYes
    Resident director/partner/manager required?YesYesYesNo
    Minimum paid up share capital?US$1US$1NoneNone
    Corporate bank account location?DBSOCBCUOBOCBC
    Can secure trade finance?YesYesYesNo
    VAT payable on sales to local customers?7%7%7%None
    Average total engagement costs?US$14,610US$10,530US$11,300US$25,000
    Average total engagement period?1 month2 months2 months2 months

    See full table

    Accounting and tax considerationsFast SolutionPLCBranch OfficeTrust
    Statutory corporate tax payable?17%17%17%0%
    Legally tax exempt if properly structured?NoNoNoYes
    Must file an annual company tax return?YesYesYesNo
    Must file annual financial statements?YesYesYesNo
    Access to double taxation treaties?YesYesYesNo
    Government grants available?YesYesYesNo
    Group HQ tax incentives?YesYesYesNo
    Company RegistrationFast SolutionPLCBranch OfficeTrust
    Minimum number of directors/managers?111None
    Minimum number of shareholders/partners?11Parent company1 settlor
    Minimum statutory paid up share capital?US$1US$1NoneNone
    Shelf companies available?YesYesNoNo
    Time to incorporate a new entity?1 week1 week1 week2 weeks
    Can easily convert to a PLC?YesYesNoNo
    Public register of shareholders and directors?YesYesYesNo
    Can have preference shareholders?YesYesNoNo
    This entity will likely be regulated by?ACRAACRAACRANone
    Business ConsiderationsFast SolutionPLCBranch OfficeTrust
    Good entity for trademark registration?YesYesYesNo
    Can secure an import and export license?YesYesYesNo
    Can bid for Government contracts?YesYesYesNo
    Can secure residence visa for business owner?YesYesYesNo

    Monthly GST reporting to the Government?No
    Maximum number of staff allowed?None
    Our Client must travel for Singapore business set up?No
    Can be wholly foreign owned?Yes
    Maximum shareholding for foreigners?None
    Government approval required for foreign owners?No
    Temporary physical office solutions available?Yes
    You need a local resident as bank signatory?No
    Withholding tax on payments to shareholders?0%
    Must appoint an auditor?No
    Dividends received are legally tax exempt?Yes
    Security deposit to be kept with Government?No
    Must sign an office lease agreement?No
    Shareholders and directors documents to be attested?No
    Foreign non-resident director needs a work permit?No
    Shareholders and directors documents to be translated?No
    Expatriate to local staff ratio?None
    Other useful information
    What will be included in my customer sales invoice?Read more
    This country has signed free trade agreements?Yes
    This country is a member of WIPO/TRIPS?Yes
    This country is a member of the ICSID?Yes
    Average customs duties suffered?0.50%
    Average monthly office rental? (US$ per sq m)37
    Minimum statutory annual salary?None
    Average monthly US$ salary for local skilled employees?US$3,800
    US$ deposit interest rate? (1 year average)0.40%
    S$ deposit interest rate? (1 year average)0.10%
    Overseas remittance currency controls?None
    Banking considerations
    Multi-currency bank accounts available?Yes
    Corporate visa debit cards available?No
    Quality of e-banking platform?Excellent
    Crowd funding available in this country?Yes

  • Investment company

    An investment company will allow our Clients to pool their investors’ capital and invest this money on their behalf. However, this business activity will require the owners of the company to file an application with the Monetary Authority of Singapore (MAS). For fund management, the application will take one of two forms: either i) an application for a registered fund management company or ii) an application for a Capital Markets Services license.

    Registered fund management companies are limited to 30 accredited or institutional investors, up to 15 of whom may be other funds invested in by accredited individuals. Investors qualify as “accredited” under Singapore’s Securities and Futures Act if they have either i) net assets of more than S$2,000,000 or ii) annual income greater than S$300,000. There is a cap of S$250,000,000 on assets under management for this kind of fund manager.

    Capital markets services (CMS) licences, on the other hand, are much more flexible. Although further accreditation is required from the MAS to offer services to retail investors, CMS-licensed fund managers have no limits on the assets under management or number of investors.

    CMS-licensed fund managers must maintain core capital levels of at least S$250,000, of which at least S$100,000 must be deposited with the MAS. Annual audits are required to ensure that this and other compliance requirements are met.

    All registered and licensed fund management companies must have two directors resident in Singapore with at least 5 years’ experience in financial services to establish a track record. They also require two local employees, one of whom must be the CEO and the other an Executive Director, with each of these staff having at least 5 years’ experience. If the CMS-licensed manager has authorization to work with retail investors, a third staff member is needed and the CEO requires 10 years of experience.

15 steps to register a company

By requesting Healy Consultants to register their Singapore company, our Clients do not have to travel to Singapore to start their company. Our Firm will indeed complete all procedures on their behalf. Please refer to the page below for further details on the steps to setting up a company in Singapore.

  • Pre-incorporation steps

    Singapore business incorporation guides

    1. Consultation phase: Prior to starting the Singapore company incorporation process, we discuss our Client’s business goals and requirements for their new entity and plan the optimal structure for the entity to be setup. Healy Consultants also sets out the i) fees payable for the engagement, ii) potential licensing requirements and iii) desirable amendments to the model articles and memorandum of association at this stage;
    2. Name reservation: Thereafter, we help our Clients to choose three unique names for the company, listed in their order of preference. The name must be sufficiently dissimilar from other companies already registered in Singapore. As Singaporean law only allows residents to file company names, our Firm makes the name submission on behalf of our Clients. Check the availability of your ideal Singapore company name now;
    3. Ownership structure and share allotment: The Client provides details of up to 50 shareholders for the company. Companies and individuals may be shareholders, but companies with corporate shareholders require an annual audit. Our Client to confirm the share allocation to each shareholder, and confirm the price of each share;
    4. Director selection: Our Clients are required to select their company’s directors, at least one of whom must be resident in Singapore. Corporate directors are not permitted in Singapore. Our Consultants will prepare Form 45 for the signature by our Clients’ preferred directors;
    5. Company secretary: Our Client must appoint a company secretary to manage their company’s statutory administration and annual returns. The company secretary must be in Singapore and may be an individual or a company. Before the appointment is formalised, the preferred company secretary has to sign Form 45B in compliance with Section 173(4A) of the Companies Act. Healy Consultants includes company secretarial services in our standard Singapore incorporation package;
    6. Registered office: In accordance to the Singapore law, our Client is required to file an address with the companies’ registry to which official correspondences can be sent and statutory records can be inspected. The Client may use their own physical space in Singapore or request Healy Consultants PLC to provide a virtual office space; this service is also included in our standard service offering;
    7. Company constitution: Thereafter, the shareholders sign the company’s constitution, which governs the management of the business. In January 2016, following the changes to the Companies Act the company constitution replaced the memorandum and articles of association. Our legal team helps our Client draft changes to fit their specific requirements. This document must refer to the company’s i) share capital, ii) registered address, iii) directors and iv) limited liability. You can find Singapore’s model constitution for private companies online;
    8. Planning phase: At this point, our Firm takes all the information provided to plan the process in detail from beginning till the end of the engagement, including i) Singapore business incorporation, ii) tax registration, iii) corporate bank account opening and iv) obtaining applicable licenses, thereby increasing transparency as well as setting Client expectations and minimizing disruption to project completion;
    9. Document preparation: Next, our Singapore Incorporation Team gathers all the documents required to complete the incorporation, assisting our Clients to complete and authenticate all necessary papers and submit them in a timely manner.
  • Incorporation steps

    1. Document submission: Upon completion and due receipt of the required documentations, including signed Form 45, Form 45B and Form 29, our Singapore Incorporation Team submits the incorporation package to the Accounting and Corporate Regulatory Authority (ACRA) via the online portal Bizfile;
    2. Incorporation approval: Within 3 days of submission, the business entity will be incorporated. Following Singapore company registration, our Firm immediately emails our Client with the certificate of incorporation and company extract (view sample of a business profile).
  • Post-incorporation steps

    1. Bank account opening: Once incorporated, the Client can apply for a corporate bank account for his business. Our Team helps our Client in doing so and this can be achieved without our Client travelling to Singapore;
    2. Additional registrations: The company can now register for GST, apply for employee visas and obtain government grants and incentives;
    3. Licensing: Good governance demands that certain business activities require licenses in Singapore. We regularly assist our Clients with navigating the Singaporean regulatory environment and obtaining the necessary licenses;
    4. Registration completion: Following the receipt of all necessary approvals and documents, Healy Consultants couriers a full company kit to our Client, including original corporate documents, unopened bank correspondence, and lastly a Client feedback survey to make sure that all the Client expectations were met during the entire engagement period.

After our Client’s Singapore business is setup, there are annual statutory compliance requirements which must be timely completed. These compliances include:

  1. Appointing a resident company secretary within 6 months (if not already provided by Healy Consultants);
  2. Fixing the company’s financial year end (FYE);
  3. Appointment of auditors – companies requiring compulsory audit are those with annual revenue above S$10m, assets above S$10m or over the number of employees is 50 and above;
  4. Providing the company secretary with up to date accounting records to enable filing of the Annual Return with ACRA within 6 months of the FYE and the Annual Tax Return by November of the next year;
  5. Notifying the company secretary of any changes in the corporate structure (directors, shareholders) and beneficial ownership;

Refer to the Singapore accounting & tax, legal and compliance considerations page for more information.

Business setup in Singapore for foreigners

Almost all industries in Singapore are fully open to foreign investors, without them being subject to higher paid-up capital amounts, licensing obligations or other extra requirement compared to locals. Foreign businessmen can also manage their Singapore company from overseas: while Singapore authorities require all locally incorporated companies to have a resident director, they allow foreigners to appoint a professional passive nominee to comply with this requirement. Other directors can live overseas and Board meetings do not need to take place in Singapore.

However, foreigners starting a company or a corporate bank account in Singapore are required by the Government to abide by slightly different requirements than Singapore residents. Refer to the table below for additional details:

Item required forSingapore citizens and residents?Foreigners living outside of Singapore?Why is it requested for foreigners?
ID documents of corporate/individual shareholders and directorsCopy can be certified by Healy Consultants and other corporate service providersMust be certified by a Notary or alternatively legalizedTo confirm the ID proof is a valid one and prevent identity theft
Appointment of a company secretaryNot requiredAlways requiredTo ensure that foreigners benefit from the assistance of a Singapore Company Law expert
Resident directorNot requiredAlways required until at least one of the foreign directors has Singapore a work permitEnsure that somebody in Singapore is always accountable to prevent company misuse

Frequently asked questions

Contact us

For additional information on our business setup services in Singapore, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Chrissi Zamora, directly:
client relationship officer - Chrissi
singapore business federation Singapore Ministry of Manpower (MOM) Institute of Singapore chartered accountant (ISCA) Institute of Singapore chartered accountant (ISCA) saicsa icsa - institute of chartered secretaries and administrators SIngapore exchange ltd - The Asian Gateway | SGX