Start Business in Singapore – Business Registration Singapore

 

Singapore is a well-known business hub in Asia for international business to set up their headquarters and brand new business entities. With strong indicators in technology readiness, transportation and infrastructure and also with Singapore’s Free Trade, Investment Guarantee,  Double Taxation Avoidance policies, going through the process of business registration Singapore is easy and fuss-free.

In order to commence business or set-up your headquarter or start business in Singapore, you are required to start a business or incorporate a company first.

There are a few types of entities available to start business in Singapore. You can find out more information with regards to the entities such as compliance standards with the relevant government authorities, tax benefits, application process of business registration Singapore and more in the following links.

 

 

Branch Office – Business Registration Singapore

 

A Singapore Branch Office is one of the available options for foreign corporations looking to launch their presence and to set up a business in Singapore other than a subsidiary company. Generally, it is a type of business entity in Singapore which serve as a extension of the foreign company. A foreign company has to register an entity prior to commencement of operations and unlike a subsidiary company, it is not consider a separate legal entity and parent company of the branch office is still liable for all debts and liabilities incurred by the branch office even if it is foreign.

Singapore’s business legislation has made Singapore the most preferred choice for foreign companies as and Singapore allows 100% foreign shareholding and liabilities are limited to the value of shares subscription. Singapore has also one of the lowest corporate tax rates hence attracting many foreign business set-up in Singapore.

A Branch Office in Singapore is considered a non-resident company and is not eligible for any tax incentives and other benefits which is extended to local and resident companies. The Singapore tax rate for businesses is at 17%.

 

 

Registration Requirements – Branch Office

 

Similar to register a private limited company Singapore, you have to provide the following information:

  • Proposed Subsidiary/ Company Name
  • Shareholders
    • At least one corporate shareholder when you start business in SIngapore
    • 100% local or foreign corporate shareholding is allowed
    • Minimum 1 to maximum 50 shareholders
  • Officers
    • You have to be at least one local Officer (citizen or PR) to start a business in Singapore
    • Employment Pass Holders are allowed
    • To start a business in Singapore, you must be above 18 years old
  • Registered Address
    • Must be a physical address in Singapore
    • PO Box not allowed
    • Use of residential address allowed only for certain types of entities when you start a business in Singapore

 

Documents Required
  • Certificate of company incorporation Singapore of the foreign/ parent company
  • Constitution of the foreign/ parent company
  • Particulars of the directors of the foreign/ parent company
  • A memorandum of appointment and details of at least 1 local resident in Singapore who will act as the authorized representative for the Singapore branch office
  • A memorandum executed by or on behalf of the foreign/ parent company stating the authority of the local authorized representative
  • Proof of the registered office address to start business in Singapore
  • Latest audited financial statements of parent of new company set up

 

Registration Procedure

The business registration of a Branch Office can be easily done online. Generally, starting a business can be expected to be completed within three days upon submission of all necessary information and documents.

 

Bank Account Opening

After registering a business in Singapore the branch office with ACRA, the corporate bank account can be opened with any one of the local or international banks in Singapore.

 

For more information on business registration and setting up a local company subsidiary, contact us.

 

 

 Types of Entities – Business Registration Singapore

Business Entities Type in a Nutshell Sole-Proprietorship Partnership Limited Liability Partnership (LLP) Private Limited Company
General Features

Owned by a single individual

 

Owner has the absolute control and say in the operation of the business

 

Most simple and basic form of business entity

Similar to Sole-Proprietorship however formed by at least 2 partners and up to a maximum of 20 partners

A entity that consists of features from a Partnership and a Private Limited Company

 

A minimum of 2 individuals/ corporate entity is required to form

 

No limitation on the number of Partners

 

Liabilities are limited

A separate legal business entity

 

Registered under the Company Act, Chapter 50

 

Exempt Private / Private/ Public

 

Liabilities are limited to Capital

Suitability Small scale and low risk business with relatively low returns which is run by an individual only

Small scale and low risk business with relatively low returns which is run by more than 1 individual

 

For Professional firms (eg. Lawyers, Doctors, Accountants) and where partners are prepared to personally liable for his/her own misconduct. Popular in the process of business registration Singapore, this entity is suitable for all trades especially if the business is high in risks and returns.
Requirements of Owners/ Partners/ Officers

Singapore Citizen/ Singapore Permanent Resident/ Employment Pass Holder/ Foreigners/ Corporate Entity

 

Individual must be at least 21 years of age

 

Foreigners will have to appoint a local manager

At least 2 Singapore Citizen/ Singapore Permanent Resident/ Employment Pass Holder/ Foreigners/ Corporate Entity

 

Individual must be at least 21 years of age

 

Foreigners will have to appoint a local manager

At least 2 Singapore Citizen/ Singapore Permanent Resident/ Employment Pass Holder/ Foreigners/ Corporate Entity

 

Individual must be at least 21 years of age

 

Foreigners will have to appoint a local manager

At least 1 Singapore Citizen/ Singapore Permanent Resident/ Employment Pass Holder Director

 

Individual must be at least 21 years of age

Business Personnel Requirements 1 Individual / Corporate Entities At least 2 individuals / Corporate Entities At least 2 individuals / Corporate Entities

1 Local Director

1 Shareholder

1 Secretary

1 Auditor (Not required if exempted from Audit Requirements)

Legal Status of Business Entity

Not a separate legal entity from owner

Owner has unlimited liabilities

Cannot own property under name of sole proprietorship

Can sue and be sued in owner’s name

Not a separate legal entity from Partner

 

Partners has unlimited liabilities

Cannot own property under name of partnership

Can sue or be sued in partners’ names

Separate legal entity from Partners

 

Partners can have unlimited liabilities if losses and debts are due to their misconduct

Other Partners will not be personally liable for losses and debts due to the misconduct of other partners less their capital paid to the entity

Can hold properties in its name

Separate legal entity from its’ officers

 

Limited Liability for individual and corporate officers

 

Can hold properties in its name

 

Can sue and be sued in its name

Taxation Profits are taxed at personal tax rates

Profits are taxed at personal tax rates or corporate tax rate should the Partner be a corporate entity.

 

The profits are divided in accordance to the Partnership Agreement (if any)

Profits are taxed at personal tax rates or corporate tax rate should the Partner be a corporate entity.

 

The profits are divided in accordance to the Partnership Agreement (if any)

Profit are taxed at corporate tax rate

 

Shareholders will not be taxed personally for dividends

 

Corporate Tax rebates and benefits applies

Regulatory Commitments Annual Renewal of Business Registration Singapore Annual Renewal of Business Registration Singapore Annual Declaration of Solvency/ Insolvency

Annual Basis

Estimated Chargeable Income

Annual General Meeting

Annual Returns

Corporate Tax Submission

Audit Report (Only if non-exempted)

Continuity of Business and Succession or Transfer of Business

The sole proprietorship terminates when the owner exits the business by will or by death.

 

Business license is automatically withdraw should the registration has not been renewed for a period of time by the Registrar.

The sole proprietorship terminates when all partners exits the business by will or by death.

 

Business license is automatically withdraw should the registration has not been renewed for a period of time by the Registrar.

The LLP will not ceased until it is wound up or struck off as agreed by all partners

 

 

The company will not ceased until it is wound up or struck off as agreed by all officers.

 

Ownership can be changed through share transfers.

Cessation of Business

Can be easily terminated by the owner personally

 

If business license is not renewed

 

Immediate

Can be easily terminated by the partners personally

 

If business license is not renewed

Immediate

Application for Strike-off

 

Voluntarily or Compulsory Winding up

 

At least 6 months to process

Application for Strike-off

 

Voluntarily or Compulsory Winding up

 

At least 6 months to process

Business Registration Singapore – Incorporation Entity Types – Start Business in Singapore

Each entities are subjected to differ tax treatments and has their own advantages and disadvantages which is highly dependent on the nature and scale of business. To start a business in Singapore, call us at +65 6493 2970.