Start Business in Singapore – Business Registration Singapore

Singapore is a well-known business hub in Asia for international business and non-profit entities to set up their headquarters and brand new business entities. Singapore has strong indicators in technology readiness, transportation, infrastructure, and free trade policies. In addition to the above, Singapore has investment guarantees and double taxation avoidance policies. This makes Singapore an attractive option for global companies to choose to when going through the process to start business in Singapore. This is because the application to start business in Singapore is easy and fuss-free!

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

Before starting the application process, note that there are a few types of entities available to start a business in Singapore. You can find out more information with regards to the entities such as compliance standards with the relevant government authorities. Furthermore, you can learn more about the tax benefits, the application process to start a business in Singapore, and more in the following links.

Branch Office – Start Business in Singapore

A Singapore branch office is one of the available options for foreign corporations looking to launch their presence and to start a business in Singapore. This is other than a subsidiary company. Generally, it is a type of business entity in Singapore that serve as an extension of the foreign company. To start a business in Singapore, a foreign company has to register an entity prior to commencement of operations. Unlike a subsidiary company, it is not considered a separate legal entity. Therefore, the 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. This is because Singapore allows 100% foreign shareholding when starting a new business. In addition, liabilities are limited to the value of shares subscription. Also, Singapore has one of the lowest corporate tax rates. Hence, many foreign entrepreneurs and businessmen are attracted to start business in Singapore.

A Branch Office in Singapore is considered a non-resident company.

A branch office is not eligible for any tax incentives and other benefits which is extended to local and resident companies.

At a corporate business tax rate of 17%, one of the lowest in the world, it is no wonder that Singapore is a popular choice for a foreign company looking to start a business in Singapore.

Along with its low barriers of entry and quick application process, many foreign companies prefer to form their branch for Southeast Asia right here.

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 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 or parent company.
  • Constitution of the foreign or parent company.
  • Particulars of the directors of the foreign or parent company.
  • A memorandum of appointment and details of at least 1 local resident in Singapore. He or she will act as the authorised representative for the Singapore branch office.
  • A memorandum executed by or on behalf of the foreign or parent company stating the authority of the local authorised 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 at +65 64932670.

 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.

An LLP entity consists of features from a Partnership and a Private Limited Company.

 

A minimum of 2 individuals or corporate entity is required to form.

 

No limitation on the number of Partners

 

Liabilities are limited

A private limited company is a separate legal business entity.

 

Registered under the Company Act, Chapter 50,

 

Exempt Private / Private/ Public,

 

Liabilities are limited to the initial invested 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 of starting a business in 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

I want to Start a Business in Singapore, but what are the Winding Up Options?

A Singapore business can wind up a business in two ways – voluntary or compulsory winding up. You should speak to your incorporation specialist during the process to start a business in Singapore. Verify which option your business will most likely take in the event of a strike-off. We will cover the voluntary winding up option. A Singapore registered business may wind up its business voluntarily by its members or creditors.

In the first step of voluntary winding up, the majority of the directors must first produce a written Declaration of Solvency during the meeting of the Board and filed with the Registrar. The shareholders are have to be clearly stated in the application to start a business in Singapore. After which, a notice of an Extraordinary General Meeting (EGM) must be sent by the directors. The notice must also be sent to the members to be convened for the intention of passing a Special Resolution to wind up the Singapore- started business. In addition, an Ordinary Resolution for appointing the liquidators and approval of their remuneration has to be passed. The EGM must be held within 5 weeks from the Directors’ meeting to execute the solvency declaration.

Subsequently, after the meeting, the directors will be required to appoint an approved liquidator to be the provisional liquidator between the timeframe from issuance of the Declaration of Solvency and holding of the EGM. It is compulsory to advertise the notice of appointment of provisional liquidation with a copy of the Statutory Declaration within 14 days of the appointment of the provisional liquidator in each of the English, Malay, Chinese and Tamil languages newspapers.

During the EGM, a Special Resolution on the approval of winding up by a majority, of not less than 75% of the votes of the members, will be required to be passed and a liquidator. The liquidator must be a natural person and have given their written consent must be appointed. Then, a second Special Resolution will be passed to empower the liquidator to divide any or all of the assets and properties of the companies amongst the members especially the shareholders. After which, the special resolutions must be filed with ACRA in 7 days. Within 10 days, the notice of the Resolution are to be circulated and published in at least one of the newspaper publisher in Singapore. The business must ensure that all documentations with the Singapore business’s name issued on behalf, or by the business, must be amended to include the words “in liquidation”. Moreover, all Singapore business’s books and records has to be handed over to the liquidator.

Upon the passing of the special resolution during the EGM, the process of liquidation will commenced. The appointed liquidator will then proceed to wind up the business and do the necessary filings of notification required under the Companies Act. When going through the process to start business in Singapore, a good incorporation specialist will point out the importance of being familiar with the Companies Act. The liquidator will also proceed to prepare and file notices and advertisements related to the liquidation including the settle of creditors’ claims. After which, he or she will also attending to the filing of the business accounts, tax clearance. He or she will also determine the returns to the shareholders (if any) after paying off the business’s debts and liabilities.

After 3 months from lodging the form with the Registrar, the business will be officially dissolved. However, within 2 years from the date of dissolution, the court has the power to declare the dissolution of a business to be void at any time. The application to void the dissolution may be made by the liquidator or any other interested person.

It is also possible for a business to opt for a creditors’ voluntary winding up if the directors of the business believe that the business is unable to continue operations due to its liabilities. In this case, the business will then appoint a liquidator to wind up its affairs and file the necessary notifications required under the Companies Act as per the procedures mentioned above.

It is important to note that upon application for a voluntary wind up of Singapore business, the business must ceased all business operations except for what is required in order to wind up the business. All directors’ power will ceased except for the shareholders which with consent of the appointed liquidator have resolved that the directors should still continue to have such powers in certain matters.

Lastly, shares transfer at this point is not allowed and void unless sanctioned by the liquidator and no alternation is allowed with regards to the status of the members.

Incorporation Entity Types when going to Start Business in Singapore

Every entity is subjected to different tax treatments. Every entity has its own advantages and disadvantages that is highly dependent on the nature and scale of business and needs of the entrepreneur. It is important for you to know the kind of industry or workstyle that you envision your company to have. This will help you to choose the appropriate entity when going through the application to start busines in Singapore. Some administrative aspects that differ between business entities include taxes and personal liabilit. Other differences are the amount of financial statements and paperwork that needs to be filed.

If you are unsure of which entity would be the best for you, contact us today for a free Singapore company registration consultation. We will provide you with expert advice in the best way for you to start business in Singapore.

Next step – HR support

After setting up your company, it will be vital to set up HR services such as accounting and payroll services in Singapore. When considering hiring employees, it will be beneficial for your company to have adequate knowledge of current guidelines. These guidelines are set by the Ministry of Manpower (MOM) in order to process the payrolls of both foreign and local employees.

An alternative is to engage in payroll outsourcing Singapore. Other companies will help keep you to track of employee payrolls and provide a timely calculation of employees’ salary monthly or bi-monthly. Most companies opt for payroll services in Singapore because it can be time-consuming and difficult to follow up with the complex regulations, and it is more cost-saving and efficient to outsource payrolls.

WLP group has a team of professionals that are highly experienced in payroll processing, and are qualified to provide timely payroll and HR support for your company. Contact us today for more information on payroll services in Singapore or to start business in Singapore!